Awakening
by Punisher143
Summary: Twilight Sparkle and Rainbow Dash Find themselves in trouble, with their lives on the line. Will they get out alive? T for now, subject to change.
1. Prologue

_"A life is a fragile thing. All it takes is one unexpected event to send it spiraling out of control."_

-Unknown

Canterlot shone brightly in the night, the many lights making it look like a jewel. The spires that rose to form the skyline showed the grace and elegance that the artisans had put into the city. Most ponies that saw this spectacle were more often than not wowed by the sight. But tonight, there were two that weren't.

On a nearby cloud stood a Pegasus in an old and worn cloak, on her back was a unicorn wearing a similar cloak. The Pegasus didn't seem all that bothered by the load as the two looked on at the city. After a moment, the Pegasus spoke.

"You sure about this?" she asked, knowing what the answer would be.

The unicorn shook her head. "Yes, I'm sure. We just have to be quick about it."

The Pegasus smiled and slouched down, readying herself for flight. "Alright, hang on tight," she said and then kicked off the cloud, causing it to disintegrate and giving her the speed boost she needed.

She loved flying, the rush of the wind, the sight of the land rushing around her, and of course the sound of her companion shrieking with a mix of joy and terror at the experience. It wasn't long before the pair was in Canterlot proper. The Pegasus decided to have a bit of fun and dove into the streets. She had become adept at flying in tight spaces like this over the years and had learned a few tricks to help navigate here. Things like bounding off of buildings to help with corners, along with running alongside them in order to avoid obstacles. As she sped through the city, she barely noticed the looks on the odd ponies' faces as she sped by.

She also thought she heard a window or two shatter.

When she was far enough in, she ended her run at the bottom of a tall spire, where she pulled a near 90 degree turn up, mimed running up the building, and when she reached the top did a back flip and landed on the very top.

"Ha, perfect landing!" She said, not bothering to hide the pride in her voice. She felt her companion shivering on her back, forelegs wrapped around her neck and hind legs around her mid-section.

"Yeah great, are you done showing off now?" the unicorn asked indignantly.

The Pegasus laughed. "Oh, you know you love this. You're probably blushing right now."

The unicorn turned her head away, even though her friend couldn't see her. She _was _blushing a little, and the shaking was more from the adrenaline than from fear. She shook her head to clear these thoughts away.

"We have something important to do, remember?"

The Pegasus sighed. "Yeah, I know. I just needed to bleed some stress," she said and looked toward their destination. "Which balcony was it again?"

It took the unicorn a minute of looking before pointing a hoof.

"I think it's that one," she said and quickly held on when her companion shot off toward it. She didn't go nearly as fast as she had before and slowed to a hover when she got close to the balcony. The unicorn nodded in confirmation and the Pegasus landed and let the unicorn off, who was still shaking from the ride earlier. The Pegasus sat down near the railing while the unicorn checked for anypony inside and, when she found nothing, opened the door and entered.

As had been expected, the room spared nothing in regard to class. Of course, she expected nothing less from Princess Celestia's bedroom. The room was lit only by a large fireplace that cast large shadows across the room. The princess herself was nowhere to be seen. The unicorn sighed in relief; this was going to be hard enough without running into Celestia herself. After a quick scan of the room, she found the desk that Celestia uses for paperwork and the like. She started toward the desk and got halfway across the room when she heard somepony clear their throat behind her. She turned around and found Celestia standing behind her.

"Oh yeah, Princess Celestia is behind you," the Pegasus said from the balcony.

She resisted the urge to roll her eyes at her friends comment and instead bowed to the princess, hoping she wouldn't attack or call the guards. Celestia stared at her for a moment, turned to look at the Pegasus who flinched back, then back at the pony in front of her.

"Would you two mind explaining what you're doing here?" Celestia said. Both her voice and eyes didn't speak anger, just disappointment. The unicorn gulped and stood up.

"Well," she started, trying to find the right words, "I guess we're here to talk to you." She lowered the hood of her cloak. Celestia was surprised when she saw her face. "It has been a while since we've last seen each other, hasn't it?"

"Twilight?" Celestia leaned closer and found it indeed was Twilight, although she looked more disheveled than the last time she saw her. Her mane was frayed from lack of care and she seemed to be a bit skinnier. "What happened to you?"

Twilight looked away from her teacher's gaze. "It's a long story," she said and looked back at Celestia. "Although, I'll try to answer any questions you have, Your Majesty."

"In that case, do you mind if I go stretch my wings for a bit?"

Twilight nodded at the Pegasus. "Sure Dash, just be back soon ok?"

The Pegasus, now revealed to be Rainbow Dash, gave a salute and flew off, leaving teacher and student alone.

"Well, I'm glad to know that you and Rainbow Dash are safe," Celestia said and motioned for Twilight to sit on a nearby cushion.

Twilight did so and sighed. "Yeah, I heard those rumors too." Celestia sat down on a cushion across from Twilight and waited for her to continue. Her teacher's calm demeanor was making Twilight a little nervous. "Of course, I suppose that happens when somepony disappears for almost 5 years, huh?" Twilight's attempt at a joke fell flat and an uncomfortable silence fell between them. Celestia broke the silence after a minute.

"Twilight, what have you been doing for the past few years?" The question was innocent enough, but the underlying question was apparent. Twilight gathered her thoughts for a minute before responding.

"We, me and Dash, got into some trouble a while back. It's only recently that we think we found a way out of it."

Celestia let that sink in before replying. "If you were in trouble, why didn't you come to me? You know I would do everything to help you."

Twilight's eyes glanced down, on the verge of tears. "I was scared."

"Scared?"

Some tears escaped. "We found something in the Everfree forest. It started chasing us and never stopped. I'm afraid of staying in one place for too long." Twilight barely managed to choke the sentence out between sobs.

Celestia rose and moved over to Twilight and covered her with a wing. The two stayed like that for a few minutes while the purple unicorn cried her eyes out. Soon, the sobs and tears stopped and Celestia nuzzled her student.

"Twilight, what exactly has been chasing you?" Celestia asked.

Twilight sniffed and tried to find the right words to explain the situation.

* * *

><p>Rainbow Dash found herself doing what she loved best: flying for the sake of it. Although she couldn't fly as often as she used to, she still enjoyed flying as much as she always had. At the moment, she was high above the spires of the city, practicing some tricks that she had wanted to do for a while. Time didn't mean anything to Dash as she reveled in the sky. This was brought to a halt when an unfortunately familiar sound in the distance. It sounded like a sickening mix between a fog horn and some kind of animalistic roar.<p>

"Oh horse apples, it's here already?!" Dash whispered to herself and whipped around and sped to the castle as fast as she could. This led to the familiar situation of her coming in too fast for a smooth landing. Since Dash had been in this very situation countless times before, she did what she always did.

"Incoming!"

* * *

><p>"And none of your spells work?" Celestia asked Twilight, who had calmed down.<p>

"No, although I only know low level attack spells," Twilight answered. She was about to explain further when she heard Rainbow's familiar 'incoming' and sighed. Her horn lit up and cast a simple spell, causing a sheet of purple light to form around the door outside. Rainbow Dash crashed into the light, which cushioned her like a net, and then she fell into a light tumble when the light dissipated. Twilight stood up and walked over to Rainbow, who stood dizzily. "Seriously Dash, how many times are we going to do this?" she asked.

Rainbow shook the last bit of dizziness from her head. "No time for that, its here!"

Twilight's eyes widened. "What, already? It's only been an hour!" she said.

Dash turned her head back to the window. "That thing has been getting faster every day. Are you done?"

"I was busy catching up," Twilight said weakly. She half expected Rainbow to say something, but was glad when all she did was offered a comforting hoof. Dash nodded understandingly and moved to the window. Twilight turned back to a worried Celestia.

"Your pursuer is in Canterlot?" She asked.

Twilight nodded. "Yes, which means we have to go," she said looking down sadly.

Celestia moved closer to Twilight. "Why don't you stay here? I'm sure I can protect you."

Twilight shook her head. "I don't want to take that chance that you can't." Twilight used her magic to open her saddlebag and took out an old book. She floated it over to Celestia. "I want you to have this."

Celestia took it in her own magic. "What is it?"

"It's a journal I've been keeping all these years. I've only told you the basics of what's going on, everything is explained in there." Twilight closed the saddlebag and pulled her hood back up. "Please read it through," Twilight turned around and started for Rainbow Dash, but stopped after a few steps. "I'm sorry," she said and then galloped the rest of the way, leapt onto Dash's back, and barely had enough time to wrap her legs around her friend before she took off. Celestia made sure to drop the journal on a cushion before racing to the window, where all she managed to catch of her student was a quickly receding blur.

When she couldn't see the two anymore, Celestia went back inside, shut the balcony doors, and walked to the journal. She settled into a cushion and levitated the journal over to her. Celestia noticed a scroll tucked into the pages, so she took it out, undid the seal, and read it.

* * *

><p><em>Dear Princess Celestia,<em>

_ First off, I'm sorry I haven't written to you in ages. As I write this, I'm not even sure I'll see you when we go to Canterlot. If I don't see you there, I want to say how honored and happy I was to be your student._

_ As I may or may not have told you, this journal contains all the important events that happened to me and Rainbow in the past 5 years. It's been hard for me and Dash and all the great friends I have made._

_ I could go on about the past, but right now I have to focus on the present. For good or bad, this will end soon. Looking back, I don't have any regrets and Rainbow says the same._

_ Hopefully, It won't take you long to go through this. If there is anypony I can count on for help, it's you._

_ I'd better finish this now; it's almost time to go. I hope this ends well._

_ You're Faithfull Student,_

_ Twilight Sparkle_

* * *

><p>Celestia read the scroll a couple of times before setting it aside and flipping the journal to the first page. Celestia started reading, hoping to find a way to help her student.<p> 


	2. Beginnings

**It was while writing this chapter that I realized I suck at writing slice of life.  
><strong>

* * *

><p><em>'Well, I guess now is as good a time as any to start. My name is Twilight Sparkle and I'm starting this journal in order to get my thoughts down somewhere. I guess in order for anypony to understand what I'm talking about, I guess I should start at the beginning.'<em>

-excerpt from the journal of Twilight Sparkle, dated 10 years ago.

* * *

><p>The town of Ponyville was experiencing a bright and sunny day, like usual. The marketplace was bustling with ponies looking at the wares, parks and other popular hangouts were also filled, and the local bakery, Sugarcube Corner, was filling its general area with the smells of sweets.<p>

In the middle of all this was Twilight Sparkle, who was trotting back to the library where was staying. She had just finished grocery shopping and now was mostly focused on the current situation. It wasn't as serious as an Ursa Minor or rogue entities of chaos, but it was still unusual.

A few days ago, Twilight and almost every other unicorn in Ponyville started feeling a tingle at the back of their heads. Twilight, being the scholar she is, decided to get to the bottom of this new phenomenon. As she was thinking on this, she was startled by a flash of blue.

"Hey Twilight."

Twilight let out a small shriek and calmed down enough from it to find Rainbow Dash with a joyful smirk.

"Ah, Rainbow Dash, don't spook me like that," Twilight said. Rainbow couldn't help a chuckle.

"I'm sorry, Twi. Anyway, what's up?"

Twilight continued to the library, Rainbow Dash flying alongside her. "Well, I was just going home to do some studying."

"Ugh, again," Rainbow Dash asked and landed in front of Twilight, "No offense Twilight, but you've been studying a lot lately and you only leave for food and Pinkie Pie's parties. Why so serious?"

Twilight sighed. "I'm sorry Dash, I guess I've just been busy... did you really just say that?"

"Say what?"

"Why so serious."

Rainbow Dash rolled her eyes. "Yeah, I really said that, but it doesn't matter. What's got you so worked up?"

Twilight shook her head and smiled at her friends antics. "It's this tingle in my head. It's been bugging me for a while and I can't let it go. I've been studying it for the past couple days and the best I can come up with is it's the result of some kind of magic, but it's a kind of magic I've never seen or heard of before. I think I can figure out where it's coming from if I modify a tracker spell to find the source and," Twilight sighed, "I've lost you haven't I?

"I blinked out around the part about magic. Well, good luck with that. If you need help, you know where to find me." With that, Dash took off and left Twilight to herself. Twilight continued on her way to the library, and when she got there, she went inside and set her saddlebags down.

"Spike, where are you?" Twilight called into the library and heard a rustling from one of the bookshelves.

"I'm here," Spike said from atop a ladder, where he was busy putting some books away.

"Hi Spike, is that book on magic still on my desk?"

Spike climbed down. "Yeah, it's right where you left it. You need any help up there?"

"No, I should be fine," Twilight said and started walking the stairs to her room, "I'll finish up what I'm studying in a bit, so can you get dinner started please?"

"Alright Twilight; What are you working on anyway?" Spike asked.

"Hopefully nothing," Twilight said and closed the door to her room. Twilight walked over to her desk where her latest book lay. She opened the book to the page she was last on and re-read the spell she hoped would help her.

'Hm, if I use this seeker spell and modify it a little bit, it just might be able to track this magic right to the source. Or it could do something entirely different, but the chances of that are small.' Twilight nodded with confidence, took a few steps back, and spread her legs in a more stable position. She closed her eyes and reached out with her magic.

The spell she would use was a standard seeker spell, which would send out a ball of light to aid in finding an object. However, a source of magic may not be entirely tangible, and Twilight couldn't be sure it would be close by. But whatever this magic was, it was around her, flowing like waves of water. If she focused enough, she thought it was calling to her, pulling her somewhere. She shook the feeling off and used that pull as a direction for the spell. It was the closest thing she could find to an actual source.

Twilight focused on the spell and relaxed once it was cast. The light in front of her circled in the air a bit before moving to the balcony door. It passed through it like it wasn't there and Twilight followed it. Outside, she saw the ball circle a bit more and it started moving again.

'Oh no, don't go where I think you're going,' Twilight thought to the ball of light. Unfortunately, it went right to where she thought it was, or at least the general direction of it.

She lost track of it as it went to the Everfree forest.

"Oh hayseed," Twilight whispered. She almost left to follow it before she looked at the setting sun. The Everfree forest was dangerous enough during daylight, so going in at night was almost unthinkable. Twilight sighed, "I'll just have to go tomorrow." With a plan churning in her mind, she walked back inside, looking forward to both dinner and tomorrow.

* * *

><p>The next day after breakfast, Twilight left Spike to tend to the library and went to find her friends. Her first stop was Sugarcube Corner. Inside was the standard fare of sweets on display, several ponies enjoying their treats, and behind the counter was Mrs. Cake.<p>

"Hi Mrs. Cake," Twilight said when she walked up to the counter.

"Hello Twilight, what can I do for you?" Mrs. Cake asked.

"I'm just looking for Pinkie Pie. Is she around?"

"Hi!"

Twilight jumped nearly three feet (hooves?) into the air in fright. Twilight looked to the source of her fright, which was her friend Pinkie Pie, who was smiling as if she didn't just scare Twilight.

"Hi Twilight, what are you doing? Are we going on another adventure? Maybe we should make some cupcakes before then. I've had cupcakes on the mind a lot lately, like the different kinds of frosting and flavors you can use. That reminds me, I need to get those muffins for Ditzy done soon. You don't want to know what she's like when she doesn't get her muffins. Where was I? Oh yeah, it was about cupcakes."

"PINKIE!" Twilight yelled, drawing a couple stares from some of the other patrons.

"Yes?"

"Are you free today?"

"Nope, we got a whole bunch of orders to get to, plus the plot says I can't go with you. What are you doing anyway?"

Twilight ignored Pinkie's little outburst, being used to how her mind works.

"Well, I wanted to go investigate something in the Everfree forest. I'm not too keen on going alone, so I was hoping you and the others could go with me."

"Sorry Twi, but if you want I'm free tomorrow so we can go then."

Twilight shook her head. "No, I would much rather deal with it now before it becomes a real problem. I'll just see if the others will help. Thanks anyway Pinkie."

Receiving a nod from Pinkie, Twilight left the bakery. Her next stop was Carousel Boutique. She was almost there when she glanced up and saw a cloud with a bit of a rainbow colored tail coming from it.

"Hey, Rainbow Dash," Twilight called up to the cloud. The tail disappeared and was replaced by Rainbow's head.

"Hey Twilight, what's up?" Dash asked and flew down to Twilight.

"Well, I think I got a good idea where that source I was talking about is, so I was going to get the others to help. Are you free today?" Twilight asked, nearly dreading the answer.

"Yeah I'm free. I already got the weather for today done, so I'm ready whenever you are."

Twilight smiled, glad at least one of her friends could come with her. "Thanks Rainbow, now we have to see if Applejack, Fluttershy, and Rarity can come."

Rainbow let a smirk slip onto her face, and then started hovering off the ground.

"No problem, I can check up on all of them in no time at all! What about Pinkie Pie?"

"I already talked with her and she said she was busy. I can talk to Rarity if you can get the others. After that, let's meet up near the entrance to Everfree," Twilight suggested. Rainbow nodded and took off. With that, Twilight continued to Carousel Boutique.

* * *

><p>Twilight entered the boutique and, not seeing Rarity at the moment, started looking at the dresses on display. After giving the new dresses a once over, Twilight decided to go upstairs.<p>

"Rarity, are you in here?" Twilight asked. She found Rarity at her sewing machine, concentrating intensely on each stitch she made. Twilight walked up to Rarity. "Uh, Rarity?"

Rarity blinked a couple of times before shutting the sewing machine off and turning to Twilight.

"Oh Twilight; I'm sorry, I didn't hear you come in. What can I do for you?"

Twilight put on a smile. "Well, you know that buzzing we've been getting?" Twilight asked. After Rarity nodded, Twilight continued, "Well, I've been looking into it and I think I found where it's coming from. I don't suppose you can come?"

Rarity gave an uncomfortable smile and laugh. Twilight sunk her head and sighed.

"You're busy, aren't you?"

Rarity walked to Twilight and put a hoof on her shoulder.

"I'm really sorry Twilight; I just started on this new line. Of course, I can still come if it's serious."

Twilight shook her head. "No, it's alright. I'm not planning on doing much more than finding out what that source is, so I'm sure that it won't be much trouble."

"Are you sure?" Rarity asked.

"I'm sure, but if I do need help I'll come get you."

Rarity nodded and returned to the sewing machine. "Well dear, when your done with this you simply MUST come by soon. Alright?"

Twilight laughed a little. "Of course Rarity, I will." With that Twilight left Rarity to her work and headed to the meeting spot.

* * *

><p>Twilight had barely gotten to the spot and sat down when Rainbow landed in front of her.<p>

"No luck?" Twilight asked.

Dash shook her head. "Nope, Applejack is busy with harvesting and Fluttershy has some injured animals to tend too. I told them we would be fine by ourselves."

Twilight nodded. "Alright, it shouldn't be too much trouble for the two of us." She stood up cast the seeking spell. It circled in the air before heading into the forest. "Come one Dash!" Twilight said and went after the light, with Rainbow following.

"You're getting excited about this aren't you?" Dash asked.

"Of course I am! Who knows what this magic is for?" Twilight said. Dash rolled her eyes and silence fell over the two as they entered the forest.

* * *

><p><em>I had expected to find a lot of things when we went in the forest that day. But what we did find… I wish we never went in there. But looking back, it was only a matter of time until somepony went to find it.<em>


	3. Day of Awakening

Rainbow and Twilight were walking through the Everfree forest. Twilight focused her attention on the seeker spell while Rainbow kept a look out for any predators that make their homes here. Eventually, Rainbow broke the silence.

"So, is this good or bad?" Rainbow asked.

"Huh?"

"This magic thing, is it good or bad?"

Twilight sighed. "Honestly, I don't know. The only thing it's really done is this buzzing, and if I focus enough I can feel something calling to me. It's hard to explain. Do you understand what I'm trying to say?"

Rainbow shook her head. "Not really. I just don't want this to come back and hurt us later," she said and took off in a slight hover.

Twilight turned to look at her friend. "Oh don't worry Dash, as long as we're careful nothing bad will happen," Twilight said confidently, and then immediately afterward she got caught in a snare trap. "Aah, what in the-?"

"Yes, I finally caught one!" shouted a pegasus from the nearby bushes. He was smiling until he saw Twilight hanging from the trap.

Rainbow Dash, for her part, was incredibly confused.

"Wait a minute," he said and flew up to Twilight's face. "You're not a Beholder." He sighed and landed. "Once again, my total lack of insight has failed me," he said mostly to himself, "Then again, this is a bad trap. Beholder's don't even touch the ground." Twilight cleared her throat. "Oh right, hold on I'll get you down."

He went back into the bushes and lowered Twilight to the ground. With that done and Twilight untied, the pegasus continued to babble to himself.

"This has been a learning experience to me. I'm going to have to rethink my traps. Anyway, sorry about that, I hope there are no hard feelings." He then trotted down the path Twilight and Rainbow came from, leaving the two very confused.

"Did that really just happen?" Rainbow asked. Twilight shook her head.

"I don't know. Let's just keep going and never speak of this again." Rainbow nodded and the two rushed to catch up with the seeker spell, which had gained a bit of ground.

* * *

><p>When they caught up with the ball of light, silence fell over them. After a while, the two of them felt they recognized where they were.<p>

"Hey Twi, is it just me or does this place seem familiar?" Rainbow asked. Twilight looked around and had to agree.

"I think you're right. Isn't this where Pinkie sang that song during the Nightmare Moon incident?" Twilight looked at Rainbow. "You don't think?"

Twilight didn't need to finish the question. Rainbow nodded and flew above the canopy. In the distance, she could see the ancient castle of the royal sisters, where the Elements of Harmony used to reside. And sure enough, the seeker spell they were following was heading right for it.

Rainbow landed next to Twilight. "Yeah, we're heading for the old castle."

"That's weird, why there?" Twilight asked. Rainbow gave her a look, causing Twilight to chuckle nervously. "Oh right, well we better get going."

Rainbow grinned. "Ok, hold on," she said.

"What?" Twilight asked, but the question was lost to a scream when Dash grabbed her and flew straight to the castle. When they got to the castle and landed, Twilight was understandably shaken.

"Geez Dash, give me some warning next time!" Twilight said. Rainbow flipped her mane a little.

"Sure, egghead," she said, and then turned to the castle, which was in a greater state of decay than when they were last there. "Geez, the forest was not kind to this place. Your source thingy is here right?"

"Let me check," Twilight said and got ready to cast the seeker spell again, but after a minute of nothing happening she shook her head and rubbed a hoof to her forehead.

"Are you ok?" Rainbow asked.

"Yeah, I just have a really bad headache. I guess we are close to the source." Twilight lowered the hoof and tried casting the spell again. She managed to focus through the pain and succeeded. The new ball of light circled for a bit before drifting into the castle.

Twilight sighed and rubbed her forehead to try and sooth some of the pain, though it was clear to her it wasn't a normal headache. "Alright, let's go," Twilight said and walked into the castle, Dash following behind her.

* * *

><p>Rainbow Dash was right about the state of the castle. Moss, Ivy, and various other plants had taken root in the walls, which had started crumbling. While the overall image hadn't change that much, it was still noticeable if one looked hard enough.<p>

The pair followed the spell past the chamber where the elements were once held, up a staircase, and finally into the room where they had defeated Nightmare Moon. Twilight smiled upon remembering that night; when she had made the best friends she could ever hope for. Her headache, which had gotten worse, brought her back to reality. The ball of light had drifted to the right of the entrance and stopped in front of a painting and glowed a little brighter before dissipating.

"Is this it?" Rainbow asked and flew over to examine the painting, which was disturbing to say the least. It showed a scene of numerous creatures that Twilight had never seen or read about; creatures that stood on two legs, had hands like a dragon, and only had a mane for hair. Most were running away frightened from the center, some were lying on the ground in pools of blood. The scene seemed to be in a small town with most of the buildings on fire. In the center of the painting stood a shadowy figure wearing a manic grin, with several of the strange creatures lying around it.

"Yes, it has to be it," Twilight said and examined the painting more closely. "Was this here the last time we were here?"

Dash landed and shrugged. "I don't know, the last time we were here we were kinda busy with an evil goddess trying to destroy the world."

"Hm…" Twilight closed her eyes and started probing the painting with her magic, hoping to find something out of the ordinary about it. "Hm, watercolor, it hasn't been moved recently…that's weird."

"What?" Rainbow asked. Twilight turned to her.

"I don't sense any enchantments on it, so I don't know how it could be giving off the magic I'm feeling, but that's not the weird part. What's weird is that, from what I can tell, it's only a couple of years old and hasn't been moved since it was made."

Rainbow shook her head. "Wait, you mean this thing was here when we beat Nightmare Moon, and _nopony_ noticed it at a-WHOA!" Rainbow jumped a little with wide eyes.

"What?" Twilight asked and turned back to the painting, and was shocked to find it was different. The strange creatures and the figure in the center, which had the same shape as the other creatures, had changed into ponies. The figure in the center still had its grin and now had red eyes.

"How did it do that?" Dash asked, trying and failing to keep the small bit of fear out of her voice. Twilight started probing the painting again, trying to find an explanation for the change.

"There are still no enchantments or anything on it. It's still giving off magic, but that's more like an attractor than anything. It's just a painting, but that's not possible. Paintings don't just _change_ when you're not looking!" Twilight said, fear and panic slipping into her voice.

"Twilight, let's get out of here," Rainbow Dash said, not even trying to keep the fear out of her voice, "I'm starting to get a bad feeling." She looked around the room, "And I think something is watching us."

Twilight turned to her friend and nodded. "Yeah, let's go." Dash nodded, then her eyes widened and her wings flared up. Twilight swallowed and said, "It changed again, didn't it?"

"Yep," was all that Dash could say. Twilight looked back at the picture to find the figure in the center wasn't there anymore. Twilight was about to tell Dash to run when a black hoof reached up and held the bottom of the frame, like it was a window sill. A second hoof followed, and after that came a head. The pony seemed, for lack of a better term, to be made of shadows with small bits dripping off of it like water. It opened its red eyes and seemed to take in Twilight. It turned and stared at Rainbow Dash for a minute and then turned back to Twilight. Twilight wanted to run so badly, but her legs and mind were frozen in fear. The creature squinted its eyes, bared that same grin, which Twilight could see had razor sharp teeth, and it let out a horrible roar that nearly deafened the two of them.

The creature then started melting and slipped through the bottom of the picture and onto the floor. It soon stopped and started reforming itself; first a foreleg, then another, followed by the head, body, hind legs and tail. When it was done, it shook itself a little with some small shadows falling off. Its eyes opened and grinned again.

Then it spoke.

"This is **what is he**ard when **Carver's bones** are dis**turbed,"** its voice fluctuated between a normal and deep voice, separate yet one. It started walking towards Twilight, who in her frightened state could do nothing more than fall on her rump and stare.

"Twilight, run," Rainbow Dash yelled, and yet despite how much she wanted to, she couldn't. The creature's face was now next to hers. Her mind somehow took in the detail that it was big, maybe a head taller than Big Macintosh. It sniffed at her and then spoke again.

"Sins re**surface flu**ently the **fog horn** is heard." After that it seemed to chuckle and reared up on its hind legs.

'Oh no,' was all Twilight thought before it brought it fore legs down. But before they could connect, Twilight was knocked out of the way by a rainbow colored streak. When she regained her senses, she found Rainbow Dash holding onto her and that they were outside.

"Dash?" Twilight asked.

"No time Twi, hold on!" Dash yelled at her and hugged her closely. Twilight did as she was told and wrapped her forelegs around Dash's neck. Once she did so, Dash took off away from the castle. Twilight couldn't help but notice that the sun was setting. She also saw the creature leap out a window and give chase.

"Dash, its coming!" Twilight yelled.

Dash grinned. "Let's see it try and keep up." Dash then started flapping her wings faster to gain speed, pulled sharp turns, and even doubled back on her flight path to try and lose their pursuer. Unfortunately, it matched every move beat for beat, never taking its eyes off the prize. Dash looked back and saw it was still there.

"Dangit, that thing doesn't know when to quit," She said. No sooner had she said that then their pursuer looked ahead of its path, grinned its terrible smile, and sped up. "What's it doing now?"

"Dash look out!" Twilight yelled when the creature planted all four hooves on the ground and launched into the air and twirled right into Dash's path.

"Oh crap!" Dash yelled and tried to get away while Twilight's horn glowed and she cast a protection spell. Dash managed to get mostly out of the way, but the thing still managed to clip the side of her head, which didn't do much more than knock stars into her vision and sent them spiraling out of control. Twilight kept the spell up while Dash instinctively maneuvered herself into a better crash position to lessen the chance of injury to them both. Thankfully, they were near the edge of the forest.

They brushed past the tops of a few trees before clearing them and crashing into the field. Rainbow Dash took the brunt of the impact, which wasn't as bad as it could have been thanks to Twilight's spell, but she still lost her grip on Twilight. When the two stopped tumbling, they were a good distance away from the forest and were coughing from the impact.

Twilight almost felt relief until their pursuer launched out of the forest and skidded to a stop halfway between them and the edge of the woods. It looked angry until it saw them and changed back to its usual manic grin. Twilight tried to stand up, but couldn't. She watched as it took a couple steps towards them before it stopped, dropped its smile, and started roaring and convulsing, its shadowy skin giving off smoke. It rolled on the ground for a moment before getting back on its hooves and darting back to the trees. It caught its breath under the shade of the trees and, when it stopped smoking, stuck a hoof out into the sunlight, where it started smoking again and was pulled back. It stared at its hoof for a second before angrily slamming it into the ground, which created a small hole, and glared at the two ponies.

Twilight stared at it, thankful for their good fortune, and heard it speak again.

"Listen **for the ca**ll that br**ings them when **the day fa**lls,"** it said and started backing into the forest, "The ca**psized cr**ew returning to **abolish them all."** With that, it disappeared into the Everfree forest.

Twilight waited a minute, both to catch her breath and to see if it really was gone, before she stood up. Rainbow Dash also stood up and flapped her wings a couple times while Twilight walked over.

"Dash, you ok?" Twilight asked. Rainbow flapped her wings a couple more times before answering.

"I'm fine, nothing permanent; How about you?"

Twilight checked over herself. "I'll be ok," she answered then grew a little worried when she some blood on Dash's wing. "Dash you're bleeding!"

Rainbow looked at the blood trail, which came from a cut on her wing. "It's just a scratch, it'll be fine," she said and folded her wings.

"Are you sure?" Twilight asked, still a little worried. Dash shook her head and gave a comforting smile.

"Twilight, I've been in enough crashes to know a minor injury from a major one. Not every crash ends with a broken wing, despite what you may have read. This is nothing, give it a few days and you won't even know it had been there."

Twilight sighed. "Ok, if you say so." She then started to laugh, quietly at first, then louder as she drew Rainbow Dash into a hug that knocked the breath out of her. We're alive, Dash! We're alive!" Twilight yelled and spun around hugging Dash.

"Twi…you're choking me…"

"OH!" Twilight let Dash go, who started taking in deep breaths, "Sorry."

Dash coughed a couple times. "No problem," she said and then turned toward the forest. "What was that thing?"

"I don't know," Twilight said, "I'm just glad we got away from it." The two fell silent until Dash spoke up.

"Let's go home; I've had enough excitement for one day."

Twilight nodded and started trotting back to Ponyville, Rainbow Dash following. Twilight spent the trip back wondering how she would write to Princess Celestia about this.

* * *

><p><em>At the time, Dash and I wrote that encounter off as another one of our crazy adventures. I'd write a report to the Princess about it, and it would be just another memory me and my friends could laugh at. A couple of days later, the incident slipped from my mind, since I was sure it was over.<em>

_ Boy was I wrong._

* * *

><p>The day after Twilight and Rainbow's little experience in the forest, a certain pink party pony was bouncing along on a path near the forest for no real reason. She was humming a song she couldn't remember hearing when she heard a rustling coming from the forest. She stopped bouncing and turned to where the noise came from.<p>

"Hello, is anypony there?" She called out. There was silence for a moment, and then something called out. To anyone else, it would have sounded like grumbling and gibberish, but to Pinkie it was perfectly clear.

"Why, I'm Pinkie Pie, Ponyville's premier party pony. What's your name?"

The grumbling continued, dismissing the question. It went on, causing Pinkie's ears to perk up.

"Candy?" She put a hoof to her chin, thinking deeply. "I was told never to take candy from strange ponies."

The grumbling called her closer to the forest, which Pinkie reluctantly did.

"Well ok, I guess a peek wouldn't hurt." Pinkie stopped when she felt her knee get pinchey.

_'Something scary is going to happen? I wonder what?'_ Pinkie thought. Her question was answered when a black tentacle shot from the trees, wrapped itself around Pinkie's right hind leg, and slammed her on the ground.

Pinkie saw stars as the tentacle pulled her toward the forest. She managed to regain enough sense to grab onto a tree on the edge and tried to struggle out of the tentacle's grip. That was stopped when a second one wrapped itself around her neck.

"Oh no," was all Pinkie could say before she was dragged into the forest.

* * *

><p><strong>The lines that the creature has are the lyrics to 'Old Carver's Bones' by CKY, which more or less provided the ispiration for the creature itself. I couldn't <em>not<em> put them in.**

**And so now the real fun begins.**


	4. The second meeting

**Heheheh, I hope I don't lose readers for this.  
><strong>

* * *

><p>It had been almost a week since that day in the Everfree forest, and things had gone back to normal in Ponyville. The buzzing that the unicorns had ceased and it had slipped from their thoughts. This day found Rainbow Dash doing what she loves best; flying and practicing new tricks. At the moment, Dash was resting on a cloud and staring at the scenery below her. She then saw a familiar pink pony bouncing by.<p>

"Hey Pinkie," Dash called down. Pinkie looked up at Rainbow and smiled.

"Hi Dashie, I've been looking for you for a while," Pinkie said. Dash leaped off the cloud and landed next to Pinkie.

"Really, what's up?" Rainbow asked. Pinkie started bouncing ecstatically.

"Well, I was just had this super awesome idea for a party, just for you! Are you free tomorrow?" Pinkie asked, her right eye twitching subtly.

Rainbow Dash closed her eyes to remember her schedule.

"Well, I have to prepare a small rain shower around noon, but I'm free after that," Dash finally said. Pinkie managed to smile wider than before.

"That's perfect! I got to get the preparations done!" Pinkie exclaimed with her eye twitching and started bouncing away. "I'll see you tomorrow, Dashie!"

Dash watched Pinkie bounce away. She felt some concern for her friend, but wrote it off as Pinkie being Pinkie. Dash then flew up into the sky, ready for more trick practice.

* * *

><p>"Look mister, it's a simple decision. Either buy some apples or don't," Applejack said.<p>

"Don't worry, I'll buy some. I'm just thinking about how much," the pegasus said and continued staring intently at the apples. Applejack saw Twilight trotting through the marketplace and waved her down. Twilight smiled and made her way over to Applejack.

"Hi Applejack, how are you today?" Twilight asked.

"Ah'm doin' fine today, aside from indecisive customers," Applejack said and shot a look of annoyance at the pegasus, "Anyway, you seem to be doin' better."

"Yes, I am doing better," Twilight said. Before the two could continue, the pegasus spoke up.

"Ok, I'll have five red delicious and hey I remember you!" he said and pointed a hoof at Twilight.

"Um, what?" Twilight asked.

"Yeah, your that got caught in my snare trap the other day," he said and then a serious look crossed his face. "I really am sorry about that."

Twilight waved a hoof in the air. "It's alright, mister...?"

He shook his head. "Don't worry about that, since I probably won't see you again after this. Most ponies call me Hunter though."

"Here are your apples, that'll be 15 bits." Applejack said and held out a bag.

"Oh, thanks." Hunter took the bag and handed over the bits. "Oh yeah, you know the pink party pony?"

"Pinkie Pie, yeah, everyone around here knows her," Twilight said.

"Cool, because she seriously needs to get some sleep. I saw her near the border of Everfree the other day and she seemed really out of it; what with the constant twitches and talk of cupcakes and parties, it kinda creeped me out." Hunter turned to leave, "I gotta go, sorry about the trap again." When he was a good distance away, Applejack spoke up.

"What a weird fella."

Twilight sighed. "Yeah, but I'm used to that. Well I better get going; I need to talk to Fluttershy about something."

Applejack nodded. "Alright, I'll see ya around Twilight." Twilight returned the nod and started trotting to Fluttershy's cottage.

* * *

><p>"There you go, your leg should be all better in day or two, but if it starts to hurt again you come straight back ok?" Fluttershy told the deer, which had some bandages on its front right leg. The deer nodded in response to Fluttershy's question and she gave a warm smile to it. "Good, now be careful," She said to it as it walked away. Fluttershy then noticed Twilight walking up to her.<p>

"Hi Fluttershy," Twilight said.

"Oh um, hi Twilight, what can I do for you?" Fluttershy asked in her usual shy tone.

"Well, I wanted to ask you something. You do know about most of the creatures that live in the Everfree forest right?"

Fluttershy looked surprised but nodded. "Well yes, most of them, why do you ask? Um, if that's ok with you."

"Well, I saw something there a while back, and it's been bugging me," Twilight said and levitated a scroll in front of her. "I wrote some things I know about it and tried to draw it." Twilight unrolled the scroll and levitated it in front of Fluttershy so she could read it.

The scroll had a rough sketch of the creature that attacked her, as well as a description and a short list of things she did know about it. Fluttershy looked it over a couple times and after a minute of thought shook her head.

"I'm sorry, but I don't know about anything like that."

Twilight sighed. "I was afraid of that. Thanks anyway Fluttershy," Twilight said and rolled the scroll up and stowed it away. "One other thing, do Beholders live in the Everfree forest?" Twilight had found a description of one in 'Mystical Monsters and other Mysteries' and decided she would rather not run into one.

Fluttershy hummed in thought before answering. "Um, I believe beholders only live in caverns, and I don't think they've been seen in Equestria for at least 300 years. Um, if you don't mind me asking, why do you ask?"

Twilight shook her head and smiled. "Oh, I was just curious. Thanks Fluttershy," Twilight said and started to leave.

"Your welcome," Fluttershy managed to say. She then felt a series of thumps on her legs and looked down to see Angel Bunny crossing his arms and tapping a foot.

"Oh I'm sorry Angel, it's almost time for your lunch. I'll go get it started," Fluttershy said and went inside to get the meal started.

* * *

><p>"I don't understand; what could that thing be?" Twilight asked herself. She had found herself in the park while she was lost in thought.<p>

"What could what be?" Twilight heard a voice ask. She looked around and finally behind her to find Rainbow Dash on her back.

"Dash, how did you…?" Twilight asked as Dash hopped off her back, but shook her head. "Never mind, I was just thinking about that shadow creature."

"That thing? Why, we haven't seen it since then." Dash said.

"It's just been bugging me, not to mention that somepony could get hurt if it's still in there."

Dash nodded. "Yeah, I guess you have a point. Do you need any help with that?"

Twilight shook her head. "No I should be fine by myself. By the way, have you seen Pinkie anywhere?"

"I talked to her not to long ago actually. She said she had some big party planned for me tomorrow."

"Was she acting weird?"

"Not any weirder than usual. If you're worried about her, why don't you just come to that party? I'm sure Pinkie wouldn't mind."

Twilight thought for a moment and nodded. "I'm sure I can find time for that. When is it?"

"Tomorrow afternoon. That reminds me, there's going to be a rainstorm around noon tomorrow." Dash then took off in a hover. "I gotta get going Twi, I'll be seeing you." Dash took off, leaving Twilight to hopefully enjoy the rest of the day.

* * *

><p>The next day, Rainbow Dash and the rest of the weather team were finishing up getting the storm in motion. Dash put the last cloud in place and gave a swift kick to jump start the rain. With the downpour started, Dash looked over the storm and started to think.<p>

'Well that's done, I wonder if I should meet up with Pinkie." Dash thought it over and decided to go. With that, Dash dove through the clouds, lucky that no lightning struck near her. She landed in front of Sugarcube Corner, only to find that the store was closed.

"Argh Pinkie, why invite me to a party and then close the store?" Rainbow yelled at the door. She was about to go home when Pinkie bounced by the door and gasped when she saw Dash. One opened door later and Dash was inside and shaking the rain off her coat.

"I'm sorry Dash, I didn't expect you so early," Pinkie said but started to bounce around the room in her usual excited manner. "But you're here now, which means we can start the party. I'm just going to have to work extra super duper fast to get the smaller details right."

"Um Pinkie, that's nice and all but where is everypony? It's just us here," Dash said and looked around the bakery for any guests. Pinkie stopped bouncing in front of Dash and honked her snout with a hoof.

"Silly Dashie, it's a party just for you, so it's only you here," Pinkie said with a smile and a twitch in the eye, which Dash noticed. Pinkie then gasped, "Oh, that reminds me," she said and jumped behind the counter searching for something.

"Uh Pinkie, are you ok?" Dash asked with concern, "Have you been getting enough sleep lately? Do you even sleep?"

Pinkie poked her head up. "Of course I sleep, and I've been sleeping just fine. Why do you ask?" Pinkie started twitching in a more noticeable manner, her head going to the left in sudden jerks.

"Uh, no reason," Dash said and looked away from Pinkie's eyes. For some reason, her usual happy blue eyes seemed…darker. There was also something in them that Dash couldn't quite place.

Sadness maybe. Or fear?

"Ah, here we are!" Pinkie exclaimed and pulled out a tray with her mouth, a single lone cupcake on it. "This is a special cupcake I made, just for you. I put a lot of **love** into it." Her right eye started twitching again.

"Uh, thanks Pinkie, but I'm not really that hungry. I had a big breakfast," Dash said rubbed her stomach with a fore hoof. She was getting a bad feeling, both about the pastry and her friend.

"Come on Dashie, the party won't start until you have your cupcake." Pinkie said and nudged said pastry towards Rainbow.

"Well, um," Dash stumbled for an excuse, "I can't eat it alone. I mean, I'd feel guilty if I was the only one enjoying myself." Dash grinned, hoping the lie would hold.

Pinkie face grew serious and she held up a hoof to reveal a cupcake. Dash barely had time to wonder where she got it before Pinkie ate it, wrapper and all. She chewed for a bit before spitting the wrapper out and swallowing the confection. She then pushed the cupcake on the tray toward Dash.

'Horse feathers,' Dash thought as she looked at Pinkie's serious face, then down to the cupcake, and then back to Pinkie. She repeated the motion a couple of times before sighing in defeat.

"Fine," she said and took the pastry. Pinkie instantly got her usual smile back as Dash took the wrapper off and ate the cupcake in one bite. When she swallowed it, she looked at Pinkie. "Alright I ate it, can we play some games now or something?" Dash asked.

Pinkie's smile changed from her usual cheer to a more menacing and somewhat familiar grin.

"Now, you go to sleep."

Dash barely had time to register what she said before her head started to cloud and her legs grew weaker. Her breathing grew heavier and her legs gave out and she crashed onto the floor. The last thing Rainbow saw before losing consciousness was Pinkie's grinning face.

Dash thought she saw Pinkie's eyes flash red for a second.

* * *

><p><strong>Then again, it doesn't matter since you know she'll survive, but hey, there is a whole lot of things up to and not including death.<strong>


	5. party crashers

**I've gotten enough flak about this so here's the deal. Yes, I am a lazy ass for doing the Cupcakes thing, please don't comment. And no, this isn't going to be the story, It'll just be this one chapter. With that in mind, let's move on.**

**And if you feel the need to post an image of a Space Marine flipping me off, go ahead because the first time was awesome.  
><strong>

* * *

><p>"And after that, we never gave Pinkie coffee again," Twilight said and shivered slightly, "It took all of Ponyville a week to clean that up."<p>

Twilight was enjoying some private time with princess Celestia. She enjoyed these rare moments of talking about her experiences with her friends and what she learned. This particular story gave rise to a laugh from Celestia.

"Well, my faithful student, I'm glad to know that you're enjoying your time in Ponyville. Although, I can't help but feel that something is bothering you," Celestia said and gave Twilight a concerned look, "Is there something wrong?"

Twilight got nervous under her teacher's gaze and waved a hoof in the air.

"Of course not, there's nothing wrong," she said and gave her best smile to the princess, who didn't change her expression. Twilight dropped the smile and sighed, wondering why she even bothered trying to hide it. "I've just been feeling really nauseous lately. I don't even know why, it just comes out of nowhere," Twilight said and felt such a feeling washing over her. She closed her eyes and put forth everything she had to not throw up.

"Twilight, are you alright?" She heard Celestia ask. She was about to answer when another voice spoke up.

"Yes, are you alright?"

Twilight opened her eyes to find herself no longer in Princess Celestia's personal study, but instead sitting alone in a pool of light in a dark room. She stood up and looked around, trying to get her bearings.

"Ah, so you're finally aware of me. Good, I've been trying to talk to you for a while." The voice came from behind her, but when she turned there was only darkness.

"Who's there? Show yourself!" Twilight called out, and in the darkness a pair of orange eyes opened with a sinister smile underneath.

"In due time Twilight, but for now this will suffice," the face said and started moving around, "And I have to say, it's so nice to finally meet you face to face. I've been **dying** to meet you."

"Who are you? Where am I?" Twilight asked.

"Questions that will have answers in time, but for now I have something to tell you." The face disappeared and reappeared to Twilights right. "The tides of your world are changing Twilight, and soon you and your friends will have to learn to swim to survive."

"What are you talking about? You're not making any sense!"

"Alright how about this; you and your friends are in danger and yet here you are in dreamland." It disappeared and reappeared to the left. "You best hurry; Rainbow Dash and Pinkie Pie are going to drown soon. Now wake up!"

With that last sentence, the floor underneath Twilight crumbled and she fell. She screamed and hit something solid, only to scream as she fell out of her bed. Twilight looked around in a panic to find she was in her room and it was raining outside. Spike burst through the door.

"Twilight, are you alright? I heard a scream." Spike ran up to Twilight, who managed to get herself untangled from her sheets.

"I'm alright Spike; I just had a bad dream." Twilight said, still trying to sort the dream out. Then a thought hit her. "Spike, what time is it?"

Spike thought for a moment. "About two or three in the afternoon," he said.

Twilight's eyes widened. "Oh no, I'm going to be late for Pinkie's party!" Twilight rushed downstairs with Spike following not far behind.

"Pinkie's having a party in this weather?" Spike asked.

"I don't get it either, but its Pinkie Pie so who really knows," Twilight answered as she put on a rain coat, "Besides, I think it's just going to be me, Rainbow Dash , and Pinkie there, so it shouldn't take too long. Can you hold the fort until I get back?"

"Well, yeah but-"

"Great, I'll be back soon," Twilight said and opened the door and launched herself into the storm. Spike huffed a little before closing the door.

"At least let me see what the party's going to be like."

* * *

><p>The world started to slip back into focus and Rainbow Dash let out a groan. Her head hurt and when she tried to move a hoof to rub it, she found it strapped down. She couldn't move any of her legs due to the tight straps. She looked around the dark room, hoping to find something she recognized. She was met with a familiar face.<p>

"Oh, you're awake! That's great because we can get started now!" Pinkie said.

"Pinkie, what's going on? Why am I tied down?" Dash asked with panic evident in her voice.

"Well duh, if you weren't tied down you would squirm and make a mess," Pinkie said and giggled, only for that to stop with a nasty twitch.

"Pinkie, if this is a prank, ha-ha, you got me; you can let me down now." Dash said.

Pinkie rubbed a hoof against Dash's face. "Aw Dashie, that's nice of you to say, but I can't let you go yet. The fun hasn't started yet." Dash tried her best to pull away from Pinkie, who smiled and disappeared from her sight.

"Pinkie, you're really starting to scare me. If I did something wrong, just let me know, you don't have to strap me down," Dash said trying to see Pinkie.

"Aw Dashie, don't be silly. You didn't do anything wrong, I just want you to enjoy your party," Pinkie said and the lights turned on. Dash was momentarily blinded and when her eyes adjusted, she wished she had stayed blind.

The room was decorated much like one of Pinkie's usual parties, except the prominent color was red. Red balloons dripping red, streamers strewn about also dripping red, and a punch bowl filled with red. Dash hoped that all the red wasn't what she thought it was. It got worse when Pinkie stepped back into view.

"I mean, do you know how long it took to set all this up? The better part of a week, and most of that was spent making this dress," Pinkie said as she showed off said dress, made out of cutie marks with three pairs of Pegasus wings attached to the back and a necklace made of unicorn horns. Dash stared in horror at the ensemble and a single thought crossed her mind.

_'She's insane. She's completely mad and going to kill me.'_ Pinkie noticed the look on Dash's face and smiled her cheerful smile.

"Aw, don't be like that Dashie, we haven't started yet. The activities I have planned are sure to put a smile on your face!" Pinkie said and then she got hit with another twitch and when it passed Pinkie's cheer was replaced with pure horror. "It's so dark, I can't see anything," she said and then twitched again bringing the cheer back. Pinkie cleared her throat before saying, "Excuse me, I didn't mean to let that slip."

_'Completely mad,'_ Dash thought now even more horrified than before. She could only watch as Pinkie cheerfully trotted to the table.

"Aw come on Dashie, you know I can't stand you like this. I guess it's time to put a _smile_ on your face." She twitched, "So dark," another twitch, "Oops, sorry, bad gas." Pinkie then walked over to a cart with tools on it that Dash hadn't noticed until now. Pinkie started digging through the tray and produced a scalpel and walked back to Dash.

"You know, the hardest part of this is figuring out where to start. You can't start where a lot of blood and organs are; they bleed out before the fun really starts." Another twitch, "So cold," another twitch and Pinkie was looking over Rainbow's body and poked her cutie mark with a hoof. "Here's a good place," Pinkie said and raised the scalpel, "Take a deep breath, it'll be over before you know it."

She starts to lower the blade…

"Hello, is anypony here?"

Pinkie jumped in shock, the scalpel flying off somewhere, and looked up at the ceiling.

"What's she doing here?" Pinkie said angrily. Before Dash could get over her shock and yell something, Pinkie shoved a cupcake in her mouth. "Don't talk," she said and then switched back to cheery mode, "Oh right, you can't because I just gagged you. Silly me," Pinkie giggled, but the giggling overed quickly and she went back to staring at the ceiling. **(I am so sorry.)**

* * *

><p>Twilight hanged up her raincoat and looked around the empty Sugarcube Corner. Her first call had gone unanswered, so Twilight called again and looked around the bakery.<p>

"Hello, Pinkie Pie, Rainbow dash, are you here?" The kitchen was empty and from what she could tell so was the area upstairs. She was about to call out again when she stepped on a section of floor that creaked. Upon closer inspection, she found it to be part of a trap door.

'I didn't know Sugarcube Corner had a basement. It must be a storeroom or something,' Twilight thought as she used her magic to lift the door open and revealed a set of stairs.

* * *

><p>Pinkie cursed under her breath when the trap door opened and quickly flipped the switch for the lights off.<p>

"Pinkie Pie, Rainbow dash are you down there?" Twilight called down.

"Nope, noponies home," Pinkie called back.

_'Crap, this might be my only chance to get out of here and I can't talk because of this cup…cake…'_ Dash mentally kicked herself, _'What the hay am I _doing_?'_ Dash thought as she started chewing the cupcake.

"Pinkie I don't have time for your games," Twilight said, "Is Dash down there with you?"

"Nope, she went home. We had a wonderful party and she was so tired she shot straight home."

"Really, she probably would have told me if the party ended early," Twilight said and started down the stairs, "What do you have down here anyway?"

"No don't come down!" Pinkie shouted which caused both Twilight and Rainbow to jump, the latter almost choking on the cupcake. "There's super secret stuff down here, party stuff I'm still testing." Pinkie sounded really nervous, which raised Twilight's suspicions. Dash spit out the remains of the cupcake.

"Twilight help, Pinkie's gone crazy!" In a second, Dash's vision was filled with enraged pink pony.

"SHUT UP!"

"Dash, what's going on down there?" Twilight called and hurried down the stairs. Pinkie gave Dash an angry look and slipped into the darkness. Dash looked around frantically for her.

"Ugh, it's really dark down here. Dash where are you?" Twilight asked.

"Twilight careful, Pinkie's down here somewhere!"

"Alright, I will. Where's that light switch?" Twilight started searching the room with her magic, both for the switch and Pinkie. "What's going on?"

"Oh we were just having a nice party, and I decided to take a nap WHILE STRAPPED TO A METAL BED!"

"Alright I get it, you don't need to shout. Ah, here's the switch!" The lights turned on and Dash saw Pinkie behind Twilight with a knife in her mouth.

"Twilight behind you," Rainbow yelled. Twilight instinctively dove forward just as Pinkie swung the knife, hitting nothing but air. Pinkie took the knife in hoof and stabbed downward, but missed and stuck the knife in the floor when Twilight rolled to the side. Before Pinkie could pull the knife out, Twilight fired a concussive spell that hit Pinkie and caused her to fly across the room and into the table, breaking it.

"Don't move Pinkie, I don't want to hurt you!" Twilight said, staring at Pinkie and ready to fire another spell if she did something hostile. Pinkie sat up and shook the stars from her eyes.

"This isn't right; your party isn't until tomorrow!" She said. Pinkie twitched again. "I'm so cold, and it's so dark."

"Twilight, I don't want to be rude, but can you please GET ME OUT OF THESE BUCKING STRAPS!" Dash shouted and struggled against the straps.

"Ok, there's no need for that kind of language," Twilight said and moved to the head of the bed, making sure to keep Pinkie in sight, and started to undo the straps. "What happened?"

One strap was released and Rainbow rubbed her forehead. "I showed up here after I finished the storm, then Pinkie drugged me, dragged me down here, and was about to cut off my cutie mark when you showed up," Dash explained and hopped off the bed when the last strap was off. She shook the soreness from her ankles and glared at Pinkie, "What is your problem?"

"This isn't how it's supposed to be," Pinkie said and glared at Twilight, "You ruined my party, Twilight!" She twitched and lay on her belly, "So dark."

"And she's been doing that the entire time," Dash said and gestured with a hoof.

"Pinkie, why would you do this?" Twilight asked, "You could have hurt or even killed Rainbow Dash."

Pinkie twitched again, "I just wanted to show her how much I loved her." another twitch, "Not like this. Not like this!"

The next twitch brought a more drastic change, with Pinkie's coat darkening and her mane and tail straightening. "She's resisting! She's fighting back!"

Another twitch brought back the light colors and poofy hair. "What, No!" Pinkie shouted and held her head. "She's mine!" Pinkie then started convulsing.

"What's going on?" Dash asked and took a few steps away from Pinkie.

"I don't know," was all Twilight could say. Pinkie stood up and, still twitching, charged into a wall headfirst. The impact stopped the twitching and the dark colors and straight hair returned. Pinkie turned to Twilight and Rainbow with a pleading look.

"I can't keep control for long, so listen! You need to use that spell you used when we were under Discord's control. It brings clarity which is what we need. Hurry!" Pinkie shouted, and started twitching again; when it stopped her colors brightened and her mane and tail poofed up.

"She shouldn't have said that." Pinkies eyes opened to show they were red. She looked at Twilight, and then Rainbow Dash, and back to Twilight. Pinkie smiled a familiar grin.

Dash and Twilight said the same thing at the same time. "Oh no."

* * *

><p><em>I wish I could tell Pinkie that I don't blame her. Neither Dash nor I do. I wish I could tell her it wasn't her fault.<em>

_ And yet, I still left without telling her that. I hope we can see each other again so I can tell her that._


	6. releasing a friend

**Not one of my better chapter titles. Ah well, have more ponies.  
><strong>

* * *

><p>"Oh, please tell me that's not what I think it is," Rainbow said and took a step back. Twilight held her ground.<p>

"What have you done with Pinkie?" 'Pinkie' chuckled, those red eyes staring into her eyes.

"What did I do to her?" 'She' asked, "Wouldn't you like to know." Something caught 'Pinkie's eye and moved to it.

"I said don't move!" Twilight shouted, but 'Pinkie' ignored her and picked it up, which turned out to be the scalpel 'she' was using earlier. 'She' started spinning it on her hoof.

"You know what the funny part about all this is? This could have all been avoided if you hadn't run away." 'She' stopped spinning the scalpel and pointed it at Twilight and Rainbow. "It's not nice to run from a possible friend you know. All I wanted to do was talk to you, share secrets if you will, and then crush your skulls into a fine paste. But you ran, which brings us to now," 'Pinkie' then charged at the pair, but was stopped by a magic shield that Twilight put up.

'Pinkie' tapped the shield a couple times with the scalpel. "Still some fight in you, huh? Good, I like a challenge."

"I don't think she can get through," Twilight said, "but we need to hold her down so I can use that memory spell on her."

"If you can get that blade away from her, I can do that," Dash said. Twilight thought of how to do that while 'Pinkie' paced outside the shield.

"Alright, I'll lower the shield on three; when I do, I'll distract her with a spell and you circle around her. Ok?" Rainbow lowered into a ready position.

"Yeah, let's do it." They took a deep breath.

"One," Twilight started, also lowering to a ready position. "Two." 'Pinkie' also readied herself, the grin still on her face.

"Three!" Twilight lowered the shield and both Dash and 'Pinkie' charged in their respective directions. Pinkie raised the scalpel, but was blinded by a flash spell from Twilight. Dash took that moment to jump on Pinkie's back and tried to get the scalpel from her, but was bucked off.

'Pinkie' blinked a couple of times to clear her vision and charged at Twilight. Every swipe of the scalpel Pinkie made was blocked by a shield from Twilight. After a few failed attempts, Pinkie tackled Twilight and pinned her to the ground. She raised the scalpel to strike, but was tackled by Rainbow Dash.

During the ensuing struggle, Pinkie managed to knock Dash off her and focused her attacks on her. Pinkie went for a stab, but Dash ducked it, grabbed Pinkie's foreleg, and flipped her on her back. Twilight grabbed the scalpel with her magic and broke it at the blade. Dash then flipped Pinkie on her stomach and put her in a full nelson lock. Pinkie struggled against it, though Dash managed to hold on.

"You better hurry with that spell Twilight; I don't know how long I can hold her!" Dash yelled. Twilight didn't need to be told twice and hurried in front of Pinkie and charged the spell. 'Pinkie' gave Twilight an angry look before her horn touched and she cast the spell, a bright light engulfing them.

* * *

><p>"It's so dark and cold, so dark," Pinkie said with her eyes shut tight. The creature above her paid no mind to her words, focusing instead on pulling her limbs like some deranged puppet master. Every now and then Pinkie managed to slip from its grip, but it regained control quickly. It also paid no mind to the other pink pony tied up near it.<p>

"You think you know about pain? When I get my hooves on you, you'll wish you never heard of the word!" she yelled at it. This was **her** home and it was toying with **her** body, which she wouldn't forgive. The fight outside, which all involved could see, turned against the creature when Pinkie's body collapsed to the ground. The creature tried desperately to move her to no avail, and then a bright light filled the darkness with memories of laughter and good times. The creature howled in pain and let its grip slip.

"Pinkamena, help me!" Pinkie cried out. Said pony noticed the bindings on her legs were weakening and struggled to break free, which she did. Pinkamena shot to her hooves and dove inside the mass of shadows that surrounded Pinkie. Her forelegs secured themselves around Pinkie's midsection and with a strong pull freed Pinkie from the monstrosities' grip. The tug sent the two flying out of the darkness and when they stopped, Pinkamena checked Pinkie's condition.

"Pinkie, are you ok? Talk to me!" Pinkamena cried and shook her counterpart.

"It's so cold, I can't see anything," Pinkie responded and seemed to be on the verge of tears. Pinkamena looked back at the creature, writhing and howling in pain from the light and felt rage course through her. She was pissed and she wanted that thing dead.

Four dark pink tentacles shot out of the ground and each grabbed a limb of the creature. Pinkamena walked toward the creature as a fifth tentacle appeared in front of it.

"Time to make due on that promise," she said, not letting a drop of anger leave her voice. She then performed a familiar gesture that she and Pinkie had made a thousand times.

"Cross my heart." The tentacle shot into the creatures open maw, piercing through the other side of its head and muffling the roar of pain.

"Hope to fly." The tentacle ripped upward, splitting the creatures head in half.

"Stick a cupcake in my eye." The tentacles around the limbs pulled in opposite directions and pulled in two. A hole opened underneath it. "Now get out of our head," Pinkamena said as the two halves dropped into the hole and it sealed shut. With that done, Pinkamena turned back to Pinkie, curled up in a sobbing ball on the floor, and lay down next to her.

"Shh, Pinkie, it's ok; It's all over now," she whispered to the crying pony and nuzzled against her. Pinkie wrapped her forelegs around Pinkamena and cried into her shoulder. Pinkamena returned the hug. She always hated doing this next part.

* * *

><p>The light from the spell and Twilight stepped back from Pinkie and when Pinkie didn't move, Dash stepped off her.<p>

"Did it work?" Dash asked.

"Give it a second," Twilight said and waited for a reaction from Pinkie. Pinkie stood up and started coughing violently. Twilight took a step toward Pinkie when she started to vomit up a black substance. Twilight backed away from it as the blackness shuttered and started forming even while Pinkie was still vomiting it up.

"Well, it worked, only now we have to deal with that thing itself," Twilight said as the beasts head formed. It wasn't grinning, it just looked pissed. "I think we should run now."

"But what about Pinkie? I don't want to leave her alone like this," Dash said while Pinkie finally finished vomiting and collapsed on her side.

"We've gotta get that away from here first; who knows what that thing will do if it stays-" she was interrupted by the creature letting out a massive roar. "RUN!" Twilight yelled and galloped for the stairs, barely missing being pounced by the beast, Dash ahead of her.

The two of them entered the main store and scrambled for the front door. Dash threw the door open and slammed it shut when Twilight ran though, which was pointless since the beast just burst through it a few seconds later. Dash took off and grabbed Twilight as she flew through the rain. They heard their pursuer roar behind them as it gave chase. All this happened so fast that neither of them noticed the various ponies checking outside.

Once they were a ways outside of town, Dash slowed down and looked around and realized they had ended up near Sweet Apple Acres. The storm also seemed to be dying down, though the overcast stayed as dark as before.

"Hey Twi, hold on," Rainbow said and before Twilight could say anything, Dash flipped her on top of her back and flew up to the cloud cover. Fearful of any stray lightning bolts, Dash carefully pulled a cloud from the mass. With the cloud in tow, she dragged it over a field with a view of the road to the nearby orchard. By this time the rain had come to a stop.

"Huh, I thought the storm would last longer," Dash murmured to herself and then proceeded to empty the cloud of any remaining rain by jumping on it. After landing on the cloud, Dash looked back at Twilight. "Well, you can get off now."

"What?"

Dash rubbed a hoof to her forehead. "I'm still kind of woozy from that cupcake and I don't think I can make it back home without passing out. Since I don't want to hang out with _him_," Dash gestured to the beast staring at them from the ground, "We'll just stay here for a bit. Hopefully it'll get bored and go away soon." Twilight thought it over for a moment and sighed.

"Alright, give me a second," she said and cast the cloud walking spell she learned. Twilight tested the cloud with a hoof before putting her full weight on it, relieved that the cloud supported her. Twilight then felt exhaustion as the previous events caught up with her.

"Some day, huh Twi?" Dash tried to joke, but knew it wouldn't work. She looked down at the creature circling underneath them. "What is that things deal anyway?" Twilight thought for a moment and sighed.

"I don't know," she said. She was about to say something else when an orange spot caught her eye. "Is that Applejack?" Dash looked up to where Twilight was looking.

"Hey, it is; hey A.J., where you off to?" Dash called down while waving. Applejack slowed down and looked up at the waving pegasus.

"Where do ya think I'm going Dash? Didn't ya hear that roar not too long ago?"

Rainbow waved a hoof dismissively. "Of course I heard it and I was the first one to check it out. It's no big deal; whatever made it is gone now."

Applejack looked at Rainbow suspiciously. "Are you sure?" she asked. Dash saw the creature, which had been laying low when Applejack came up, look back and forth between the two friends and flashed its grin at Dash.

"Of course I'm sure. Still better to be safe than sorry, so why don't I give you a lift to where I heard it?" Dash asked nervousness only mildly evident in her voice.

"I can walk just fine, where is it?" Applejack asked, not noticing a black tendril slithering along the ground towards her.

"No time for that!" Dash yelled and swooped down and carried a surprised Applejack to Ponyville. The creature looked up at Twilight and withdrew the tendril. If it was possible, Twilight thought that the grin was even wider than it was before.

"Oh, that can't be good," she said to herself as the creature resumed pacing under her.

* * *

><p>Applejack didn't struggle that much on the flight over to Sugarcube Corner and soon enough she had all four hooves back on solid ground.<p>

"Ok, here it is. Pinkie should be in the basement, I'll talk to her later bye." Dash said quickly and took off with her familiar rainbow trail following her.

"What?" Applejack asked confusedly to the missing pegasus. That was interrupted by a familiar white unicorn's call.

"Applejack, am I glad you're here." Applejack turned to the shatter doorway where Rarity was standing and waving her in.

"Howdy, Rarity," Applejack greeted and looked around the messy interior, with several sweets and confections scattered around. "What happened in here?"

"I just got here myself, so I don't really know," Rarity replied and started looking around the store. "I'm worried though, I haven't found Pinkie yet."

Applejack joined in the search. "Ah just had a talk with Rainbow Dash and she said Pinkie might be in the basement," Applejack said and went behind the counter.

"There's a basement here?" Rarity asked and was answered by a shrug from Applejack. Soon enough the two had found the stairs downward. Rarity led the way down. "Pinkie Pie, are you down here?" They were halfway down the stairs when they heard a groan and quickly descended the rest.

"Whoa Nelly," Applejack said at the sight of the basement proper. She hadn't expected the setup down here. Rarity walked to a knife stuck in the ground and pulled it up with her magic and set it on the bed.

"What is all this?" Rarity asked. The two then noticed a stirring in the corner of the room and saw Pinkie sit up and rub her forehead.

"Ugh, my head, where am I?" She looked around the room and blinked a couple times. "The storeroom, how'd I get here?" Pinkie then saw Applejack and Rarity staring at her. "Oh, hi girls, why are you looking at me like that?"

"Uh, Pinkie…" Applejack began but couldn't finish. Thankfully Rarity managed to do that.

"What are you wearing?" Pinkie tilted her head and looked back at the dress she just noticed she was wearing. She took in the stitched together main part, the wings on her back, and the horn necklace. It took a second before Pinkie started screaming in horror and started to tear the dress off.


	7. When we waved goodbye

Rainbow Dash had just gotten back to the cloud that she left Twilight on. She was both glad and sorry that both Twilight and the creature respectively were still there.

"Hey, I'm back," Dash said to Twilight, who was staring at the creature.

"We have a serious problem," Twilight said without looking up.

"Yeah, I knew that Twi. Are you just getting that?"

Twilight looked up at Dash. "I'm serious Dash, we have a problem," Twilight said and looked back down. "I think that thing knows who our friends are." Rainbow cringed and looked down as well.

"Yeah, that is pretty bad. How would you know?"

"I don't like the way it was grinning when Applejack was here, and even if it doesn't know about them there's still something else." Twilight looked at Rainbow, "Exactly how long did it take for us to notice something was wrong with Pinkie?"

"Around the time she drugged me I suppose," Dash answered. It took her a second to realize what she said. "Oh, that's not good."

"If that thing can possess ponies and mimic them so well, and if it knows who our friends are, then what's to stop it from doing this all over again? Everypony we know is in danger as long as that thing is here." The creature started jumping up and trying to reach the cloud. Dash pulled the cloud higher and it stopped.

"Yeah and I'm worried about Pinkie. You know how sensitive she is with things like this," Dash said and Twilight nodded remembering the events around Pinkie's birthday last year. "Who knows how Pinkie's going to take this, let alone anyone else it gets." Dash crashed onto the cloud and sighed. "What are we gonna do?"

Twilight closed her eyes and thought it over. She analyzed the problem from every angle she could think of. Something still bugged her about this, which Rainbow gave voice to.

"Why is it even coming after us anyway? What makes us so special?" Twilight perked up and a theory started forming.

"That's a good point Dash, why is it doing this?" Dash looked at her and Twilight held a hoof up. "Just follow me on this; it had to have gotten close to Pinkie to have possessed her right? If that's true, why would it go through the trouble of possessing her and try to kill in such an elaborate way instead of killing Pinkie?

"Maybe when we woke it up, it imprinted on us somehow. If that's true, then everything it does should just be a way to get to us."

"But we don't know that for sure," Dash said.

"It hasn't moved away from here at all since we've been here. It could easily leave and go after somepony else, but it doesn't." Twilight tried her best to look into its red eyes. "Also, if what it said while possessing Pinkie is the truth, it enjoys the reactions it gets. We might be reacting in exactly the way it wants us to, so it's going to stick with us."

Twilight sighed and turned to Rainbow. "I hate to say it, but I can only think of one way to keep everypony safe from this thing."

Dash caught on to what Twilight was saying. "Wait a minute; you're not suggesting we leave Ponyville are you?" Dash asked. Twilight looked away from Dash.

"**If** it comes to that, it should only be for a little while, but I'm not sure what to do. I have to think about it." Twilight looked up at the overcast, "What time is it?"

Dash quickly flew up and looked through the clouds for a few seconds before landing. "It's just about evening. Oh crap I forgot; if you can't get to the library safely, where are you gonna sleep tonight?" Twilight didn't answer. "Twi?" Dash asked looking over to her and found Twilight asleep.

"Well, I guess that works," Dash said to herself. Dash moved the cloud a little higher before settling into the cloud herself.

* * *

><p>"Thirty days has September, April, June and November; all the rest have thirty one, except for February which has twenty eight, but on leap years twenty nine."<p>

The voice stirred Twilight awake. When she opened her eyes she found herself lying in a pool of light, the voice echoing from the darkness beyond.

"The Fibonacci sequence is both simple and complex in how it works; start with one and one, then two to three, and repeat for infinity."

"Hello?" Twilight called out, "Is anyone there?" Orange eyes and a smile appeared in the darkness.

"Oh, your back; that was fast, I expected you to take a little longer. Then again, if you had been any slower, Rainbow would be dead and Pinkie lost to madness. So, a B+ it is." The face moved through the darkness, though it didn't stop facing Twilight.

"Whatever, how did you know about that anyway?"

"I have something of a connection to Ms. Pie, so when twinges of pain echoed from her mind, I felt them. A shame it took me so long to realize what the problem was." The smile slipped a little. "But either way, you acted swiftly. Perhaps your future is not as dark as I thought."

"Connected? That doesn't make any sense!" Twilight yelled and pointed a hoof at the face. "Who are you? **What** are you? For all I know, you could be that thing playing tricks on me!" The smile disappeared completely and the eyes moved back and forth, like it was shaking its head.

"So quick to forget, aren't we? If I was that monster, why would I tell you my plan? No, I'm something much more personal."

"Then show yourself."

"As much as I want to, my appearance is…mangy isn't the right word, but I'm not a pretty sight." Twilight didn't back down and stared intensely into those orange eyes. Soon, the voice sighed and the eyes closed. "As you wish, Ms. Sparkle."

Twilight couldn't help but smile at this small victory and waited. When nothing stepped out of the darkness, Twilight thought to go into it. That was changed when-

"Boo."

Twilight screamed and dove forward. She heard a chuckle behind her and felt anger rise up in her. She got up and turned around to give it a piece of her mind, but her anger boiled down when she saw the voice's body.

"I warned you Twilight," it said. For all intents and purposed, Twilight was looking at herself. The hair and coat colors, style of mane, and cutie mark were all the same as hers, the only difference being the aforementioned orange eyes and wild smile as well as a few errant strands of mane and tail sticking up. It or she walked over to Twilight, who backed up an equal amount.

"Oh don't be like that Twilight. Remember, 'don't judge a book by its cover.' Despite my appearance I can be helpful, and as it turns out you need help."

"W-what do you mean?" Twilight asked. The other Twilight started circling around her.

"I'm talking about this horrible little dilemma you found yourself in. Do you stay with your friends and try to console Ms. Pie, and ultimately put them all in danger. Or…leave town and betray their trust, though in doing so keep them out of harm's way?" She stopped in front of Twilight. "If I may, allow me to lessen the burden." She leaned toward her.

"A true friend will understand your decisions. They may not like it at first, but if it ultimately is for the best, they'll accept it. And if you're worried about Pinkie, don't be; though the road to recovery is long and hard, she'll make it if she perseveres."

"Really," Twilight asked. She wasn't entirely keen on trusting this doppelganger, but it did seem sure of its words.

"Of course, but that won't happen as long as that thing is here. I trust you to make the right decision." She then turned and walked into the darkness. Twilight was about to say something, but felt consciousness slip from her. She fell to the floor, and instead of the hard floor, she landed on some kind of soft material.

* * *

><p>Twilight woke up on the cloud she fell asleep on. It took a second for her eyes to adjust to the light, but when she did she found that the overcast was gone, replaced by the usual bright sun. Twilight looked around and found Rainbow Dash was nowhere to be seen. At least until she popped up out of nowhere.<p>

"Hey Twi, glad to see you're finally awake," Dash said, "Hold on, I'll get you down." Dash grabbed Twilight and kicked the cloud to dissipate it. With that done she flew Twilight to the ground.

"Thanks Dash. What happened to that thing?" Twilight asked.

Dash shrugged. "It must have left before I woke up. I kind of woke up early to help clear the storm, so it must have gone back to the Everfree forest."

"That's good," Twilight whispered to herself before speaking up, "Hey Rainbow, about what I said last night, we need to talk about it."

"About how we may have to leave for a while," Dash asked.

Twilight nodded. "I think we may have to do that. I don't like the idea, but we don't really have a choice if we want to keep our friends safe."

"Are you sure?" Dash asked, wracking her head for some other solution. "I mean, what if one of us led it away from Ponyville for a while."

"That wouldn't work. You've seen how tenacious it is and it might not even follow in the first place." Twilight shook her head. "I've gone through every solution I can think of and this is the only one that's guaranteed to work."

"Well, what about Pinkie and the others? I don't want to leave them without an explanation."

"If we tell them the truth, they'll want to come with us which is too dangerous."

"If we do this, we need a good reason."

"So you agree?"

"I never said that," Dash sat down, "I'm just saying you would need a good explanation for leaving so suddenly, especially with what happened to Pinkie." Twilight agreed with that and thought harder about what to do.

'_What would Princess Celestia do?'_ Twilight thought. _'Wait a minute.'_

"Princess Celestia."

"Oh duh," Dash said and facehoofed, "I forgot about her, we can just ask her for help."

"I know she can help, but that thing still poses a problem. I don't how strong it is, so what if it manages to overpower the princess?" Dash thought about that situation, and shivered at the thought.

"We don't know that." Dash pointed out.

"It doesn't need to fight her; all it would take is one lucky surprise attack. No, I was thinking this. What if the princess asked me to go on an extended trip, one that could take weeks or months to accomplish, and you went with me to help."

"They would still want to come along."

"It has to be done fast, so only one or two ponies can go."

"They would want to see the letter saying that." At this Twilight looked away with slight embarrassment.

"I…may know how to forge the Princess' writing." Dash stared at her in disbelief.

"Seriously," Dash asked and Twilight nodded. Dash looked down, trying to think of something else, but couldn't think of anything. This plan was crazy and probably wouldn't work. Dash sighed.

"What would we need?" She asked.

* * *

><p>"Spike, are you awake!" Twilight yelled as she flew the library door open, startling said dragon.<p>

"Twilight, where have you been?" Spike asked as Twilight looked frantically around the library.

"Uh, I spent the night over at Rainbow's house. Oh, where did I put those ink wells?"

"You spent the night at Dash's house, even though the library is closer to Sugarcube Corner?"

"I fell asleep on the floor," Twilight said while digging through a desk and pulled out an ink well. "Great, now where did I put those quills?"

"Twilight, what's going on?" Spike asked with his voice completely serious. Twilight turned to him and saw he had a look on his face that said he knew she was lying. Twilight was quiet for a moment, and then sighed.

"I can't hide much can you, can I?" Twilight asked.

"You try," Spike said and moved closer to Twilight. "Come on, what's got you so spooked?"

Twilight pawed at the floor. "Do you promise not to tell anyone?" she asked.

"What do you mean?" Spike asked in return.

"Promise me you won't tell anyone about this, especially Rarity."

"Alright alright, I promise I won't tell anyone."

With that said, Twilight sighed and told Spike everything, from the trip into the forest to the possessed Pinkie (leaving out the more gruesome implications from that part) to her plan to leave Ponyville for a while.

"And you're sure this will only take a couple months?" Spike asked when Twilight was finished.

"I don't know Spike; I'm way over my head in this. All I do know is that I don't want to see what it will do next if I stay," Twilight responded. She briefly wondered how her life suddenly became so complicated, but pushed it away.

Spike thought for a moment and rubbed a hand along the back of his head. "I don't know Twilight, this plan seems way too complicated to work."

"I know Spike, but I can't think of anything else right now. All this just came crashing down around me and-" Twilight stopped when she felt a clawed hand over her mouth.

"Alright, I got it Twilight. Just…hurry up and solve this quickly ok?" Spike said and took his hand of Twilight's mouth.

"Thanks Spike, I'll try and solve this as soon as I can." Twilight said and looked around. "Um, where did I put my saddlebags?"

"They're up in your room. I can get them ready, unless you want me to write the letter?"

Twilight shook her head. "Thanks Spike, but I would prefer to write it myself."

Spike nodded. "Ok, the scrolls are where they always are." Twilight nodded and got started on the letter while Spike went upstairs.

* * *

><p>Rainbow Dash landed on her cloud home and went inside. Twilight had told her to pack at least a week's worth of food as well as various other things she thought she would need. So Dash got her saddlebags from her room and went to the kitchen. Dash didn't know what to bring, so she just packed what she could. Apples, carrots and other fruits and vegetables were stowed away.<p>

With food taken care of, Dash turned her attention to the 'other' part of her list. That was settled to be her bit stash, which she had been saving for a while, a small Wonderbolts picture, and something that Dash had forgot she had. It was a necklace with a custom pendant in the shape of her cutie mark. Dash smiled at the memory of the day she got it, her mom had given it to her a couple days after she got it. She had long ago out grown it, but considering she didn't know when she would be back she decided to bring it along, putting it in the bag of bits.

Thinking of nothing else to do, Dash hoisted the saddlebag onto her back and flew out of the house to her next destination.

* * *

><p>Twilight rolled up the scroll that she wrote the letter on and sealed it. She levitated it off to the side as Spike walked over with a pair of saddlebags over his shoulder.<p>

"Well, this should be everything you need," Spike said and set the bags down. Twilight looked through them to double check that she had everything and nodded in satisfaction.

"Thanks Spike, what would I do without you?" Twilight asked and nuzzled Spike, who shied away from the attention. When she stopped, Twilight put a hoof to her chin in thought, wondering what else to get. An idea struck that she hadn't thought of before.

"Spike, we wouldn't happen to have any empty journals around would we?" Twilight asked.

"A journal?" Spike asked and then moved to a bookshelf until he pulled out from, of course, the J section. "You mean something like this?" Twilight took the book from Spike and examined it, a brand new journal with all the pages blank.

"Yes, this will do nicely," Twilight said and packed the journal in the saddlebag, along with a couple quills and ink wells.

"Why the sudden interest in a journal?" Spike asked.

"I guess it's to give me something to do," Twilight said as a sad look crossed face. "And…if this doesn't end as well as I hope, I'll at least be able to get my thoughts down on something." Twilight levitated the bags onto her back, "Well, I guess that's everything. Can you take care while I'm away?"

"Of course I can," Spike said and hugged Twilight around the neck. "And besides if I do need help, the others will help me out. So don't worry about me." The two held the hug for a little longer before letting go.

"Thanks Spike, that means a lot to me." Twilight said and nuzzled Spike again, and then walked to the door. "I've got to go now Spike. Hopefully I'll see you soon." Spike nodded and watched Twilight leave.

'_Well, that was one hard thing done,'_ Twilight thought, _'now for the next one.'_

* * *

><p>Rainbow Dash was circling above Carousel boutique and keeping an eye open for Twilight. It was on her fifteenth or so circle when she spotted Twilight. Dash dove down and landed near Twilight.<p>

"How'd it go?" Rainbow asked.

"About as well as I could hope," Twilight replied with a small smile as the two continued to the boutique. "I had to tell Spike what was going on, but he seemed to understand."

"Really? Well, that's good I guess. We can only hope the others will be just as understanding." Dash said. They stopped at the front door to the shop.

"Ok, we go in and explain our 'mission' to Rarity, and if whether or not she asks I'll give her the letter. Are we clear on that?" Twilight asked.

"Yeah yeah, we already went over this," Dash responded and pushed the door open and entered, Twilight following.

The main floor of the shop was empty, save for the usual mannequins here and there. Twilight walked around the shop while Dash called out.

"Hey Rarity, are you here?" There were a few moments of silence before a voice called back from upstairs.

"One moment, I'll be down in a second." Rainbow looked at Twilight who nodded back certainly. Rarity came down the stairs and was surprised to find the two mares. "Rainbow, Twilight, thank goodness you're alright. We've been worried so much about you and Pinkie. Where have you been?" here Rarity noticed the saddlebags that both had on, "And why are you both packed for a trip?"

"Well," Twilight began, "I know it's kind of sudden, but I got a letter from Princess Celestia earlier this morning. She apparently needs me to go find various plants from all around for some kind of special concoction." Twilight gestured to Dash. "Rainbow found out and offered to come with me."

Rarity looked at the two of them strangely. "Well, I must say that this is rather sudden. Why would the princess want you to go now, especially with Pinkie Pie the way she is?"

Twilight gulped. "I only heard the basics from Rainbow Dash. What exactly happened?"

"The poor dear must have had a nervous breakdown of some kind. She completely tired herself out and made a mess of Sugarcube Corner's basement in the meantime. You should have seen all that food coloring everywhere; it was horrifying to look at!" Rarity explained, adding a bit of dramatic flair to the end.

"Food coloring?" Dash asked.

"Who cares about that, is Pinkie alright?" Twilight asked.

"Oh yes, she's fine now," Rarity said, "She passed out the second we got her to bed."

"So, you and the others can watch her while I'm out of town?"

"Yes, but Pinkie could really use all the help she can get. How long will this last?" Rarity asked.

"A couple of weeks at least; don't worry though, me and Dash will try our best to get this done as fast as possible."

"Which brings us to why we're here," Dash said, "You wouldn't happen to have a couple traveling cloaks, would ya?" Rarity rubbed a hoof against her chin.

"You'll be back quickly?" she asked.

"As quickly as we can," Twilight said.

"You promise?"

"We promise," Twilight said and Dash nodded in agreement. Rarity closed her eyes for a moment and nodded.

"In that case, I have just the thing," she said with a shine in her eyes.

* * *

><p>Almost half an hour later, Twilight and Rainbow walked out of Carousel boutique, minus a letter and with two new cloaks, and headed for the road out of Ponyville.<p>

"Thank Celestia we managed to talk her out of those elaborate cloaks," Dash said with no small hint of gratefulness. The cloaks they had were a simple brown color, too simple for Rarity's needs but good enough for its purpose.

"I just hope the others won't be mad at us," Twilight said sadly. "It sounds like Pinkie could really use our help right now."

"You want to turn back?" Dash asked, "It's not too late for that."

Twilight shook her head and felt tears come to her eyes. "No, we already told the others, we better go through with it." Twilight said. _'I just gotta keep telling myself that, that this is for the best.'_

Rainbow nodded and the two continued. They looked back at their home, just taking it in before they left for who knows how long. After a few minutes, Dash turned to Twilight.

"I'm gonna fly for a bit. I won't leave the road though." Twilight nodded and turned away from Ponyville. Rainbow flew up and Twilight started walking. She thought she saw a pair of red eyes staring at her from the forest, but shook it off for later.

* * *

><p><em>And that more or less brings us to now. It's almost nightfall now, so Rainbow set up a couple clouds to sleep on. They're really comfy; no wonder she likes to nap on them all the time. I'll write more when I have time.<em>

_-Twilight Sparkle_

* * *

><p>Twilight looked over what she wrote, checking for spelling errors and nodded when she found none. She closed the journal, resealed the ink well she had been using, and stashed and stashed everything back into her bags. Dash landed in front of her.<p>

"You done with that journal thing, it's almost time for that thing to come out." Dash said.

"Yeah, I'm done." Twilight said and looked down the road. "You think we can move a bit farther from the road? I don't want anypony to get hurt during the night."

"Sure thing, just give me a second," Dash said and flew back up to move the clouds over. With that done, she flew down and picked Twilight up to get ready for the first of many nights.

* * *

><p><strong>This is probably one of the harder things I've written, mostly because I was hung up on a good reason for them to leave. That was harder than I thought.<br>Anyway, updates will more than likely slow down because I need to figure where to go from next time, we'll check back in with the present and see what the princess' are up too.**


	8. The Princess' part 1

"Oh Twilight, why didn't you come to me in the first place," Celestia asked herself. I would have helped you if you had asked. Did this thing really scare you that badly?" Celestia had just finished the first entry in Twilight's journal and wondered as to Twilight's actions and state of mind. It wasn't like her to do something like this without informing Celestia, and even more so to actually fake a letter from her.

_'Did this thing really scare you that badly?'_ Celestia thought to herself. She was about to read the next entry when her balcony doors flew open to reveal a dark blue alicorn.

**"SISTEEEEEEEEEEEEER, WE HAVE COME TO INFORM YOU IT IS ALMOST TIME TO RAISE THE SUN!"** she yelled in a booming voice, punctuated by a thunderclap from somewhere. Celestia, to her credit, wasn't startled at all from the display.

"Really?" Celestia asked and got up to find the moon was almost over the horizon. "My, how time flies." Turning away from the window, Celestia moved to a nearby mirror and focused on prepared for the coming day. Luna, confused by Celestia's behavior, joined her.

"Is something the matter sister? You seem distracted." Celestia sighed at Luna's question.

"I'm fine Luna; I just didn't get much sleep tonight." Celestia debated whether to tell Luna about Twilight's visit. "I just had a visit from an old friend."

"Really? Wondrous, who was it?" Luna asked.

Celestia placed her crown on her head. "Believe it or not, it was Twilight Sparkle."

"Really, she's alive?" Luna asked and Celestia answered with a nod. **"WONDEROUS NEWS, WE HAVE NOT SEEN HER FOR SO LONG! TELL US, HOW HAS SHE BEEN?"**

"Unfortunately, not too well," Celestia said, "She's been in serious trouble for the past few years."

"How so?" Luna asked. Celestia motioned to Twilight's journal.

"She left me her journal and said it would explain it all, although I've only finished the first entry." Luna walked over to the journal, lifted it telekinetically, and flipped it to the first page and started scanning. Luna was a faster reader than Celestia, so she would be done soon enough.

While Luna was doing that, Celestia walked out onto the balcony to raise the sun, an act that was almost second nature to her. When she had finished, Celestia re-entered the room in time to hear a knock on the door. The two sisters looked at each other and Celestia magically opened the door. Behind the door was one of the royal guards, who was only letting a small bit of worry leak through his calm military exterior.

"Your majesty?" he asked and saw both Celestia and Luna and sighed in relief. "Oh thank goodness, you're both safe."

"What's the matter?" Celestia asked, curious about the guard's worry. The guard sighed again.

"I hate to be the bearer of bad news, but there has been a theft from the royal vault."

"WHAT?" Luna yelled, dropping the journal, "What do you mean there's been a theft, that's impossible!" Celestia motioned for Luna to quiet down.

"Would you care to explain what happened?" Celestia asked seriously. If the guard meant _that_ vault, this was a big problem.

The royal vault in Canterlot castle was one of the most secured holding areas in all of Equestria. It was under guard at all times of the day and few ponies even knew how to open the door. Inside was the backup to the royal treasury and, what worried Celestia the most, a vast collection of magical artifacts ranging from tier 5, lowly items which mostly served as test beds for spells and the like which were mostly kept as a reminder of hardships, up to Tier 1, the kinds of items that in the wrong hooves could cause a widespread cataclysm.

"Well," the guard started, "From what I know, sometime during the night when the guard for the vault were changing shifts, the thief snuck to the vault, knocked the guards out, and got into the vault. When I left, they were doing an inventory of all the items in the vault."

Celestia closed her eyes in thought for a moment before walking to the door and said, "I need to see this for myself." The guard moved out of the way and Celestia turned back to Luna. "Are you coming, little sister?"

Luna jumped a little from the question and shook her head. "I'm sorry Tia, I'm a little tired. I'll just take care of a couple errands and go to bed."

Celestia nodded. "Ok, we'll let you know what we find out," she said and left the room, the door closing behind her. Luna waited a few seconds before levitating the journal again and finished reading the entry she was on. When she was done she set the book down, thought for a minute, and then moved outside to the balcony. She stared at the distant Ponyville and the Everfree forest near it.

_'Was there really a painting at the old castle?'_ Luna thought,_ 'I don't remember seeing one the last time I was there.'_ Luna stared at the forest a moment longer before hopping onto the railing._ 'I have to investigate.'_

Luna took a deep breath of the early morning air and started leaning forward. When she felt her hooves leave the railing, she opened and with a flap started on her journey toward Everfree.

* * *

><p>Celestia and the guard had just reached the vault, which was buzzing with activity. It didn't take long for Celestia the captain in charge of the investigation. The guard excused himself while Celestia talked to the captain.<p>

"Captain," Celestia started while the captain bowed, "what have you found out?"

"Well your majesty, from what we found very little was stolen. All Tier 1 and most Tier 2 items are accounted for though." As the Captain explained this, the two passed a couple guards, one barely awake and the other unconscious.

"They were the ones on guard last night. The theft must have been recent because they were still unconscious when the shift change happened," The captain said and Celestia leaned toward the guard who was awake.

"Can you remember anything from last night?" Celestia asked. The guard shook his head.

"I think we were standing guard like normal. I thought I heard a noise and went to investigate. I didn't find anything, so I was going to go back when the thief tackled me. I'm not sure what happened after that." The guard rubbed his forehead, hoping to jog his memory.

"We believe the thief used some kind of knockout drug on them," The captain said, "they should be fine in a few hours. What worries me about this is the door." Celestia nodded and the two went to the door.

"That's been worrying me too," Celestia said and they stopped in front of said door, which lay wide open. "It's near impossible to break into, and even if it could it would take hours."

"That's the weirdest part about all this," the captain said and motioned to the door. "It was exactly like this when we found it. It was opened normally." Celestia looked at the captain. "Whoever this thief was knew how to open the door and had the means to do so."

Celestia let that piece of information run through her head. It certainly narrowed down the suspect list: the only ponies who could open the door normally were Celestia herself, Luna, and in case something happened to the both of them the door could also be opened by an Element of Har-

"No, it couldn't be," Celestia whispered to herself and hoped that thought wasn't true.

"Your majesty?" the captain asked.

"It's nothing, I just had a thought. Continue the investigation and let me know what you find."

"Yes, your majesty," the captain said with a salute, to which Celestia nodded and walked away. The captain lowered the salute as another guard came up and saluted.

"Sir, all Tier 2 and 3 items are accounted for." He said.

"And the treasury?" the captain asked.

"Every bit accounted for,"

The captain nodded. "Alright, continue the search."

"Yes sir," the guard said and went back into the vault, leaving the captain with his thoughts.

'_What was this thief looking for?'_

* * *

><p>The Everfree forest rushed underneath Luna, who was focused only on the castle looming ahead. When she was close enough Luna dropped to the ground a skidded to a stop. She looked up at the castle and felt a twinge of sadness at the state it was in.<p>

'_It's been so long,'_ Luna thought as she entered the castle. Luna did her best to ignore the plants and rapidly decaying walls as she made her way through the castle and up to the room where Nightmare Moon was defeated. It had been a long time since that day and Luna had mostly come to terms with what happened, though it still hurt.

Shaking the memories from her head, Luna turned right and found what she was looking for. The painting had definitely seen better days, with the colors fading away due to the years, though the imagery it held was still vivid. The sight of ponies running and dying from a now unseen figure was definitely different from just reading a description about it.

Luna shook her head and concentrated. She started by probing the wall around and underneath the painting for any traps that might trigger. When she found nothing, she tested the painting itself for anything similar and also found nothing.

'_No enchantments and no traps. I guess it's safe to remove it.'_ Luna took a few steps back just to be safe before reaching out with her magic and gently pulling the painting off the wall. The painting floated over to Luna, who inspected every side of the painting. Luna checked the empty hall before she and the painting vanished in a bright light and reappeared in her room back in Canterlot.

* * *

><p>The day seemed to stretch on for Celestia. She had spent the day doing what she must as a ruler, which mostly entailed listening to requests from across Equestria and passing judgment on them. Everything from tax reforms to land disputes passed before her. Soon enough, the final matter for the day was brought before her and Celestia rendered her judgment. When they left, Celestia let out a small inaudible sigh before the door opened and a guard walked in. He bowed when he got to Celestia's throne and pulled out a scroll.<p>

"Your majesty, we have the results of the vault break in ready," he said and held the scroll out, which Celestia took a hold of with her magic and brought it in front of her to read. "Out of all the items in the vault, all have been accounted for except for one Tier 4 artifact." Celestia read through the scroll until she came upon the missing item.

"The sword of sacrifice has been stolen?" Celestia rolled the scroll up and set it aside, "Is that all that was stolen?"

The guard nodded and said, "All the other artifacts were left untouched as well as the treasury. It would seem the thief was looking for this sword specifically." Celestia looked at the ground in thought. "Do you have any orders, your majesty?"

"Dispatch a couple search parties for the thief, they couldn't have gotten far," Celestia said, "And don't worry about the sword itself, it's been dormant for years and shouldn't pose a problem."

The guard nodded in affirmation and bowed again before leaving. With that done, Celestia got up from her throne and made her way to her room. She had already started the process of setting the sun when she came up to Luna's room to check on her. Celestia knocked a couple times and waited a few moments before Luna opened the door.

"Yes, big sister?" Luna asked.

"I just thought to let you know it's time to raise the moon." Celestia said. Luna looked behind her and saw the sun setting.

"My, how time flies," Luna said and turned back to Celestia, "Thank you for informing us."

"What are you doing in there Luna?" Celestia asked and tried to peek inside the room, "Are you researching something secret?" Celestia then flashed a playful smile, "Or maybe something else entirely?"

Luna's eyes widened in shock, "No, it's nothing like that! It's just something caught my curiosity and I wanted to look into it." Luna then looked away sheepishly, "And besides, you can't blame me for feeling a bit of nostalgia, can you?"

Celestia continued to smile. "No, I can't. What are you looking into?"

"I don't want to trouble you if it's nothing, but if it is something I'll let you know."

Celestia nodded, "Of course little sister. Oh, and about the vault, the only thing stolen was the sword of sacrifice."

"Really," Luna asked and Celestia answered with a nod, "Interesting, thank you for letting us know sister."

"It's no trouble at all," Celestia said, "Good night Luna, and good luck with what you're looking into."

Luna nodded, "Thank you, I'll need it." Luna then closed the door and Celestia continued to her room. When she got there, she finished setting the sun as Luna's moon rose over the horizon. Celestia then took off her golden accessories and turned to Twilight's journal, the other thing that stuck in her head for the day. She lay down on one of the cushions, lit a few candles for reading light, and continued to the next entry of the journal.

* * *

><p><strong>This may be the last update for a little while. I got some stuff to take care of, but it shouldn't take too long. Just a heads up.<strong>


	9. The first of many encounters

_When did my life become so complicated? The past few weeks have been insane, with me and Dash being chased by the closest thing to a demon I can think of. And now, I found myself face to face with a myth._

-Excerpt from Twilight Sparkle's journal, dated two days after leaving Ponyville.

* * *

><p>Celestia's sun rose over the horizon, lighting up the world for the day. It also stirred Rainbow Dash awake, who was sleeping on a cloud. Dash opened an eye and cursed the sun a little before stretching and turning to Twilight, who was still asleep. Rainbow started nudging Twilight awake.<p>

"Hey Twilight, its morning we gotta go," Dash said. Twilight fidgeted and turned away from Dash.

"Five more minutes, Spike," she mumbled. Dash gave her a look.

"Don't start that with me. I'll give you this one time; you tell me that again I'll dump you in the river." With that said Dash glided off the cloud and landed next to said river. Dash dunked her head under the water, took a gulp, and resurfaced swallowing the water and shaking off the excess water in her mane. She blinked her eyes free of water and looked around the forest to ensure she was alone. When she found she was, Rainbow just sat and admired the clear weather. She heard a splash from the river and looked down.

In the river Dash saw a pony's head sticking up. She was a mint green unicorn with a white stripe in her mane and she was looking at Rainbow contemplatively. Dash arched an eyebrow at the sight.

_'Why does she look familiar?'_ Dash thought. The unicorn eyes widened and she smiled one of the biggest grins Dash had ever seen and swam closer.

"Hey, are you a real Pegasus?" she asked. Dash raised her eyebrow higher and looked around before pointing a hoof at herself. The unicorn nodded, still keeping that grin on her face.

"Um…yes?" Dash said. The unicorn mouth opened in surprise and then she screamed in joy and jumped out of the water. Dash was surprised to find instead of hooves that she had fins and a curled tail.

"Oh my gosh, a real Pegasus! I've only heard stories about your kind," she stopped jumping around and looked at Dash with that large grin of hers. "Hey, do unicorns and earth ponies exist too?"

Dash just stared at her, unable to comprehend what she was seeing. The little staring match of theirs ended when Dash held up a hoof.

"Wait here for a second," she said and the unicorn nodded. Dash flew up to where Twilight was still sleeping and nudged her again. "Twilight get up, I need you opinion to make sure I'm not crazy."

"Five more minutes," Twilight murmured. Dash gave her a look and pointed a hoof at her.

"I warned you the first time," she said and tugged Twilight out of her cloak and picked her up. She few down to the river and dropped her in. Twilight resurfaced a second later coughing and glared at Rainbow Dash.

"What was that for?" Twilight shouted at Dash.

"You wouldn't wake up. By the way, is there really something there or am I hallucinating?" Dash asked and pointed to the other unicorn in the water. Twilight followed the hoof and met the unicorns eyes, widened in surprised and staring with admiration. She swam up to Twilight and touched her horn with a fin.

"A unicorn too? THIS IS THE GREATEST DAY OF MY LIFE!" She shouted and clapped her fins together. She stopped and stared at Twilight with that big grin. Twilight blinked a couple times before turning back to Dash.

"Do you mean the seapony next to me?" Twilight asked.

"**That's** what a seapony looks like?" Dash asked. Twilight swam to the bank of the river and shook the water out of her coat.

"I don't know, they're just myths, can I go back to bed now?"

The seapony looked at them in shock. "I'm a myth to you?" she asked, the shock turning into pure joy. "That is so **awesome!**" She started jumping in the water again while Rainbow and Twilight continued to talk.

"No, you can't go back to bed, it's already morning anyway," Rainbow said. Twilight looked at the rising sun.

"Oh, so it is. Where did you put my stuff," Twilight looked at the jubilant seapony, "and why does she look like Lyra?"

"That's where I recognized her from!" Dash exclaimed. "Oh, and your stuff is on the cloud. I'll get it." Dash then flew up to the cloud, leaving Twilight alone with the seapony, who was staring at Twilight again.

"AND there's a pony that looks like me too?" She then gave a squeal that could very possibly have been heard from a few miles away. "This **IS** the greatest day of my life! I'm so happy I could-" she stopped swimming and sniffed the air. She sniffed around her and then moved closer to Twilight, who was giving her an odd look, and sniffed again and recoiled back.

"You smell like doom," she said.

"I beg your pardon?" Twilight asked. Seapony Lyra sniffed at her again.

"Yeah, you smell like impending doom. Or maybe it's imminent demise," she sniffed again, "Nope, it's definitely doom. Demise smells like hot chocolate with cinnamon while doom is more like…burning lemons. You get what I'm saying?"

"Not at all," Twilight replied and Dash landed next to her, saddlebags and Twilight's cloak on her back.

"What's this about lemons?" Dash asked as Twilight took her cloak.

"You two should probably take care of that doom thing soon, it's not healthy," Seapony Lyra said, waving a fin at Rainbow and Twilight.

"Yeah, were trying to figure that out. Any other helpful advice you wish to impart?" Dash asked sarcastically.

"Sure," Seapony Lyra said and her face grew serious, "Your journey will be hard one, but persevere and it will end at the core." She then regained her incredibly happy grin. "That's it."

Twilight finished putting her cloak and saddlebags on and joined Dash in staring at the Seapony.

"What is **that** supposed to mean?" Dash asked.

"I don't know I'm just a messenger. Well, good luck with the whole 'doom' thing!" Seapony Lyra started flopping backwards. "Shoo be doo, shoo shoo be doo!" With a final splash, she disappeared into the water, leaving Twilight and Rainbow staring at the ripples.

"Do you have _any_ idea what just happened?" Dash asked and turned to Twilight, who shook her head.

"Not at all," Twilight said and turned away from the river, "Let's get moving." Twilight started walking away and Dash spared one more glance toward the river before following.

* * *

><p>Silence had swallowed any possible conversation Twilight and Dash may have had. After a few minutes of walking, Dash finally sighed.<p>

"It's been a weird time for us, hasn't it?" Dash asked.

"Yeah, I guess it has been," Twilight replied, "I'm actually surprised seaponies actually exist."

"Yeah, same here; why was it in a river anyway?"

"Well, the books I've read on them said that they live in any body of water. Now that I think about it, there were several different stories about them"

This actually caught Dash's attention. It also helped that his was the first real conversation they had for a while. "Like what?" she asked.

"Well, one story said that Seaponies helped troubled sailors who were shipwrecked during a storm. Another one said they were incredibly deceptive predators that could drag a sailor under the water down to their deaths."

"So, I guess the first one is the most accurate?" Dash asked. Twilight couldn't help but laugh.

"Yes, I guess." Twilight said and perked up when a thought struck her. "You know, I remember a song about them when I was a filly. It always put me to sleep when mom sang it to me."

"Oh really, how did it go?" Dash asked.

* * *

><p>By the time they reached Fillydelphia, Dash regretted asking that question.<p>

"Call upon the Seaponies when you're in distress," Dash said in a low voice, "I hate you so much Twilight, you better send an S.O.S." Surprisingly she was keeping in tone to the song.

"I'm sorry, I forgot how much it sticks in your head," suffering the same earworm as Dash. Twilight then noticed the city coming toward them. "Hey, we're here!"

"Oh thank goodness, maybe I can finally get this song out of my head. So, what's the plan again?" Dash asked.

"Hopefully, we get a hotel for the night," Twilight said and sighed, "but be ready to move if tall, dark, and gruesome shows up."

"Yeah, but we may get lucky. It might not like cities," Dash said. Twilight sighed and started toward Fillydelphia.

"We can only hope."

* * *

><p>It didn't take Twilight and Rainbow long to find a decent hotel at a decent rate. There was only one problem with the room.<p>

"There's only one bed," Dash said. Even so, this wasn't much of a problem. Twilight took off her saddlebags and lay down on the bed.

"It'll do for now," Twilight said and summoned up her journal and quill. "Besides, if you want to sleep outside and keep watch, you can." Twilight then opened the journal and started writing. Rainbow took off her saddlebags and joined Twilight on the bed, lying on her back. The two of them didn't say anything, Dash just staring at the ceiling and Twilight writing. Eventually, Dash hopped off the bed.

"Well, I'm bored, I'm going out." Twilight stopped writing and looked at Dash.

"Where are you going?" Twilight asked.

"I'm just going to a corner store. You want anything?"

"Not particularly."

"Ice cream it is, good choice," Dash said and left the room. Twilight shook her head and returned to her journal.

* * *

><p>Rainbow Dash was in a surprisingly good mood as she left the hotel. She noticed a group of foals playing nearby. She walked down the street and spotted the kind of store she was looking for. Rainbow trotted over to the street the store was on and tripped over the curb. Dash looked angrily at the curb and continued on her way, passing by an exercising stallion, and entered the store.<p>

The store wasn't very impressive, but it was a cheap corner store. Rainbow made her way to the drinks and grabbed a soda. She slipped a little on a puddle on her way to the front, where she grabbed an ice cream bar and paid for the items.

With around 10 bits lighter, Dash left the store and made her way back to the hotel. Dash noticed that the sun was starting to set.

_'It's dusk already?'_ Dash thought. That train of thought was interrupted when the playing foals nearby kicked an errant ball at the wall near Dash.

"Hey watch it!" Dash yelled at them, who shrugged and continued playing. Dash smiled and shook her head and entered the hotel.

* * *

><p><em>Seaponies! I couldn't believe it but they actually exist. Although the one we met was a little weird, I'm sure she is just a one off case. Although I am curious as to why she looked like Lyra. I wonder if-<em>

* * *

><p>Twilight heard the door open and Rainbow Dash walked in.<p>

"I'm back, here's your ice cream," Dash said and tossed the treat at Twilight, who caught it with her magic. Dash then got on the bed and worked on opening her soda.

"That didn't take long," Twilight said. Dash nodded and succeeded in opening the soda and took a drink. "You didn't happen to see a newspaper while you were there, did you?" Dash shook her head and looked at Twilight's journal.

"You're writing about that seapony?" Dash asked and Twilight nodded. "Eh, she was weird. What do you think she was talking about? Your ice cream is gonna melt." Twilight complied and opened the wrapper and continued writing.

"I'm not sure, but things like this tend to make sense in retrospect. So, by the time it will make sense to us it probably will be useless." Twilight took a bite from the ice cream. "What flavor is this?"

"Strawberry," Dash answered.

"This is really good." Twilight said, took another bite, and finished the entry she was working on.

* * *

><p><em>I wonder if there is a whole civilization of seaponies out there? When this is over I'll have to investigate that.<em>

_-Twilight Sparkle_

* * *

><p>Twilight re-read what she wrote and put the journal away satisfied. Dash finished her soda and moved to the window.<p>

"It's almost night, so I'm gonna keep watch."

Twilight nodded and Dash flew outside. Twilight started planning what to do tomorrow and took another bite of ice cream. Unfortunately, she took a very large bite and was soon fell off the bed clutching her head.

* * *

><p><strong>There you go! I find it really amusing to think a seapony would fangirl over regular ponies.<strong>  
><strong>Oh, and that RL stuff is fine by the way.<strong>


	10. Inner Thoughts

**A bit of fair warning, it will probably be after this chapter that the timeline might get a little confusing. Just assume anything I don't specifically mention will have little impact in terms of story telling.**

* * *

><p>Night had fallen over Fillydelphia and Rainbow Dash couldn't sleep. She was perched on a cloud and was keeping an eye on the ground for any movement. Seeing nothing for the moment, she turned back to the hotel where Twilight was sleeping.<p>

'I hope she's sleeping well,' Dash thought and resumed her lookout. In the room, Twilight was tossing and turning in bed.

* * *

><p>"Hmm, too cliché… I've seen that happen a hundred times… that one's interesting, but a little out there."<p>

Twilight stirred and opened her eyes to find the other Twilight sifting through some weird panels. She didn't take notice of Twilight as she stood up.

"Why am I here again?" Twilight asked to no one in particular.

"Well, I didn't call you. Maybe you just wanted my company," the other Twilight said and brushed one of the panels away with a hoof.

"I don't think so," Twilight said and moved next to the other her, "What are you doing anyway?"

"I'm just reviewing ways the world can end," she said. Twilight was silent for a moment.

"What?"

"Even someone like me needs a hobby," she said holding a hoof to her chest. Twilight just stared and sighed.

"Fine, I'm sure it makes sense to you. What do I call you anyway?" Twilight asked.

"What, you can't call me Twilight?"

"It'll get confusing." The other Twilight thought for a moment.

"Fair enough, you can call me Cheshire Twilight." Twilight gave her a look as she turned back to one of the panels. "Ooh, that's a good one."

"Cheshire?" Twilight asked.

"For my sterling personality," Cheshire Twilight replied, which caused Twilight to sigh.

"Whatever." Silence reigned over the two for a minute. "So, ways the world will end?"

"Mhmm," Cheshire replied and waved the panel away, "It's a really interesting concept when you think about it."

"Care to elaborate?" Twilight asked, genuinely curious about this topic. Cheshire Twilight brought up three panels.

"I'm mostly interested in what happens after each instance. For example," she waved a panel over to Twilight, which showed a barren field with dead trees. "In this instance, a war of some kind unleashed a kind of magic which burned the earth to cinders." She grinned widely, orange eyes burning into Twilight. "What you're looking at now is Sweet Apple Acres."

Twilight looked at Cheshire and back to the panel in shock. The scene in the panel panned over to show an old barn. Cheshire Twilight waved the panel away as a pony emerged from under it.

"Of course, ponykind survived that although only in small numbers," Cheshire waved another panel over. "Not so much for this one."

This panel a snow covered mountain range with a blizzard raging all around. A pony, shielded entirely from the winds, was walking along. Every now and then, it would stop and dig at the snow and continue on.

"I'm not entirely sure what happened here, but whatever happened made that pony the last one." The pony turned its head to the side and started running from something when the panel floated out of sight.

"Have all these happened?" Twilight asked.

"This is all just speculation on my part, but it could happen." Cheshire said and waved the last panel over. "This one's my personal favorite."

This one showed an odd scene, a strange light in the middle of a strange landmass. It took Twilight a minute to realize that it was Equestria, arranged in such a way that if one looked up you would see settlements hundreds of miles away.

"I like this one because the world actually folded in on itself," Cheshire Twilight said making a folding motion with her hooves, "And the amazing thing is at the proper time, it will burst open and create a new world."

A strange fairylike creature flew by and settled in the air next to an earth pony with a strange full body tattoo. The two exchanged a few words before moving on.

"Why is that one your favorite?" Twilight asked as the panel floated into the darkness.

"I guess I just like the idea of a new, pure world being born from a corrupted one. But that's not the point here."

"What do you mean?" Cheshire Twilight dropped her grin.

"Out of all the ways the world could end, what's happening now is something I didn't expect." Cheshire looked away from Twilight. "That thing, this…demon, I'm afraid of what it could do." Twilight gave Cheshire an odd look.

"What do you mean? All it's done is chase Rainbow and me and possess Pinkie."

"And it tried to kill you," Cheshire said and looked back at Twilight. "What do you think it will do if it succeeds in that?" Twilight wasn't sure where she was going and her face gave that away. Cheshire Twilight sighed. "It would seem you're too stressed to see the bigger picture. We'll have to continue this another time."

"Wait, what do you mean? Why can't you tell me now?" Twilight asked.

"Because you don't understand the severity of-" Cheshire stopped and widened her eyes.

"What's wrong?" Twilight asked. Suddenly a tentacle shot out of the ground and bound her legs while another wrapped around her mouth. She shot a mean look at Cheshire Twilight, who continued staring into thin air.

"Don't move, don't scream, don't _breath,_" she said and closed her eyes. "It's right on top of us."

Twilight gave her a weird look before Cheshire Twilight opened her right eye and was surprised when an image slid over her right eye too. And, if not for the binding around her mouth, she would have screamed in terror at the mass of shadows and teeth that she saw. Cheshire Twilight blinked a couple times and the image was dispelled.

"I have an idea, but please don't do something stupid until I tell you to, hm?" She them moved off to a section of darkness and started looking around. "Come on, where are you? Oh please don't' tell me you're asleep! Aha, there you are!" Cheshire lit up her horn and pulled out a panel of a starry sky. She placed it in front of Twilight and the tentacle removed itself from her mouth.

"What do you-?" Twilight started to ask.

"Call for help!" Cheshire Twilight said sternly and pointed at the panel.

* * *

><p><em>'It's getting late,'<em> Rainbow Dash thought to herself and stifled a yawn. She looked up at the night sky and took in the stars and moon. She settled herself into the cloud and shut her eyes.

"Help!" Rainbow shot up at the voice and looked around. When she didn't see anyone nearby Dash scratched her head.

_'Did I really hear something?'_ Dash thought to herself.

'Dangit Dash, get your flank down to the room now, that thing is right on top of me!' a slightly rougher voice shouted in Rainbow's head.

Dash perked up and flew down to the window. When she got there her eyes widened in shock and fear when she saw the creature looming over Twilight, who was still asleep.

_'How did that thing get in there?'_ Dash thought but shook it away, _'I'll worry about that later.'_

The creature seemed focused on Twilight which gave Dash enough time to think of something. Thankfully the window was still open, so Dash soon formulated a plan with her usual tact and cunning.

She braced herself against the cloud she was resting on, kicked off it and flew into the window the room. Dash planted both of her front hooves against the creature's face, causing it to fly across the room.

"Twilight, get up!" Rainbow yelled and Twilight jerked up and looked around frantically. She barely got on her hooves and cast a protection spell when the beast got up. Twilight focused on keeping the spell up as Dash turned to her. "Don't suppose you would mind explaining how you spoke into my head?"

"Not now Dash, we need to get out of here," Twilight said and winced a little when the beast pounded on the spell. "Can you get the bags?" Dash nodded and grabbed Twilights saddlebags and secured it onto her. The beasts eyes widened and it started pounding against the spell harder.

* * *

><p>The pony working the front desk of the hotel had nothing to do except read some horror novel he picked up. He perked up when he heard some crashing coming from upstairs, which he responded to by shaking his head.<p>

"Honeymooners," he said and returned to his book. "Alright Ms. Stride, how will you escape this situation?"

* * *

><p>Rainbow finished her saddlebag while the beast continued to pound against the spell.<p>

"Alright I'm done, let's get out of here!" Dash said.

"Good, I don't know how much longer I can hold it off," Twilight said back as the beast gave another pound against the shield. It then perked up as if it just realized something and turned to the wall to its left and facehoofed.

"Uh oh," was all Twilight could say lunged at the wall which didn't hold up at all. Twilight jumped on Rainbow's back and yelled, "Dash, get us out of here!" Rainbow did as ordered and jumped through the window and took flight shortly before the beast broke out from the wall next to them and followed them outside.

A minute later, the receptionist opened the door to the room and saw the damage.

"What happened to this room?"

* * *

><p>Twilight was holding for her life as Dash flew the two of them over the city. Every now and then Twilight would check behind her and saw the creature following from the rooftops. Eventually they settled on a stray cloud with the beast settling beneath them on a roof. Dash bent down a little to let Twilight down onto the cloud, where they both lay down.<p>

"Ok," Twilight started, "new plan; no more hotels or any place near ground level."

"Yeah, that's probably a good idea," Dash said and looked down. "It will help save on bits anyway."

Twilight nodded and pulled out her journal and quill.

* * *

><p><em>I learned something new today, being that our pursuer can, in fact, enter hotel rooms. Until we find a way around that little detail we're sleeping in the clouds.<em>

* * *

><p>With that done, Twilight returned the journal to the saddlebag and settled into the cloud.<p>

"So, you mind telling me how you spoke to me while you were asleep?" Dash asked.

Twilight sighed. "Honestly Dash, I don't know. Everything became so complicated so fast." Twilight snuggled deeper into the cloud. "Maybe I'll explain it when I understand it, but right now I just want to get some sleep."

Twilight didn't see the look on Rainbow's face, but she was glad that she didn't say anything and did the same as Twilight. The two of them were asleep in a few minutes.

* * *

><p><strong>Also, any other works mentioned here belong to the original authors. If you have a problem with this, feel free to complain because I probably deserve it.<strong>


	11. Life as it is

Twilight woke up and unfortunately found that it was still night. She sighed and sat up, noticing Dash was doing the same.

"Couldn't sleep?" she asked. Twilight shook her head. "Yeah, me neither. It's really hard to do that thing hanging out under us," Dash gestured down to the beast below them.

"I know," Twilight said and looked down, "and if it keeps doing this every night, we could lose a lot of sleep." Dash nodded in agreement and looked at Twilight.

"Are you feeling alright?" Dash asked and Twilight gave her a weird look. "I mean it might just be me, but we are taking this whole 'being chased' thing way too casually."

Twilight rubbed the back of her head. "I guess so," Twilight started, "I'm just not sure what to make of the past week or so."

Rainbow shrugged. "Just let it all out, that's what I usually do when I'm stressed. It's just me and him here anyway, and I'm sure he doesn't care what you have to say." Twilight looked down at the creature and took a deep breath.

"Ok."

* * *

><p>"Uh oh," Cheshire Twilight said as she noticed Twilight's mental activity going up. "This isn't going to be pretty," she said and braced her hooves for what could come next.<p>

* * *

><p>"I mean, where do I even start?" Twilight said twirling a hoof in the air. "Where do we even <em>begin<em> with the *yay* we've been through?"

"What?" Dash asked, caught off guard by that last sentence.

"Oh no, no I know how to describe it. This is bucked up! That's what it is, bucked up." Rainbow took a step back as Twilight continued.

"It's only now that I realize how much I took my old life for granted before all this. Wake up, read some books, hang out with you and the others, and maybe send a letter to the princess if we learned something that day. Oh how I wish we could go back in time so I can just ignore that stupid magic wave, but I didn't and now we've found ourselves running for our lives from that thing down there," Twilight gestured down and Rainbow found that the creature was listening intently to Twilight.

"Even worse, in retrospect you didn't even need to get involved in this at all. The only reason you are involved is because I asked you to come along. When you get down to it, this whole thing is my fault and that's not even the worst part about this, and do you know what that is Dash?" A bit of Twilight's mane popped out of place, which instantly put Rainbow on edge.

"I'm seriously afraid to ask," Dash said.

"NONE OF THIS MAKES ANY SENSE!" Twilight yelled, causing Rainbow to fall of the cloud and start hovering next to it. Even the creature below flinched a little. "Out of all the possible things it could be sealed in, why a painting? Why not something more comfortable like a lamp or a vase or something? Why is it made of shadows? Why does the sun hurt it? Why would it waste the time hanging over me menacingly while I sleep instead of just killing me? Why did that painting give off that magical wave in the first place?" More of Twilight's mane sprung up.

"What the *yay* is the quickening? How can Pinkie do the stuff she can do? How did Fluttershy save herself from falling to her death as a foal by landing in a swarm of butterflies and why is that never brought up again? Why does this whole thing make less sense than Discord summoning a glass of chocolate milk, drinking the _glass, _and then having the milk blow up? **And why does that thing's breath smell so horrible?**"

Twilight grabbed Rainbow by the cloak. "Is this even real? What if this is all just some sick dream made up by some being with nothing better to do than think up ways to torture innocent ponies like us? How long have we been doing this anyway?" Rainbow thought hard about her answer.

"A week I think," she said.

"A week?" Twilight said and let Rainbow go, "How did my life go completely insane _in a week?"_ Twilight then started to calm down.

"Are you feeling better?" Rainbow asked, which Twilight replied to by taking a deep breath.

"*yaaaaaaaaaaaaaaaaaaaaaaaaaay.*" Twilight yelled at the top of her lungs, causing both Dash and the creature below to flinch back a little. When she stopped for air, her mane started to settle back down.

"Ok, now do you feel better?" Rainbow asked. Twilight took another deep breath and her mane settled completely.

"Yes I feel much better," Twilight said and then fell over on the cloud, asleep before she hit it. Rainbow stared at Twilight for a minute and then looked down.

"It's nice to get this kind of thing out of your system, huh?" she asked the creature who gave her a strange look. "Why am I telling you this, you don't care."

Dash curled up on the cloud and went to sleep. After she was sound asleep, the creature breathed into a hoof and smelled it.

* * *

><p>Morning soon came and, after checking for you-know-who, Twilight and Rainbow left the cloud and went into town. They soon found a small café and ordered breakfast, an omelet for Rainbow and pancakes for Twilight. While Rainbow dug into her omelet, Twilight hardly touched her meal.<p>

"Hey, Rainbow," Twilight started. Rainbow looked up with a bit of cheese hanging from her mouth. "I'm sorry about last night."

Rainbow swallowed the food and waved a hoof. "It's no problem, you were just releasing stress. I should know I do it all the time." Rainbow flashed a smile at Twilight, who couldn't help but laugh.

"Yeah, I guess. I'm just not sure how to take all this." Twilight levitated the fork and knife to cut into her pancakes and took a bite. Rainbow followed and thought about what to say next over the next bite.

"You know, now that I think about it that was probably a good thing." Dash said. Twilight looked at Dash curiously. "Well, anything that relieves stress that doesn't involve breaking down at the worst possible moment has to be good, right?" Twilight absorbed that for a moment before answering.

"That's… a really good point Dash." The part about breaking down at a bad moment sent a chill down Twilight's spine. "Let's just hope nothing as big as last night happens again."

Twilight and Rainbow resumed eating their breakfast. Rainbow finished her omelet first and thought something over while Twilight finished.

"So, while we're talking about anything else you want to get off your chest?" Rainbow asked. Twilight chewed on her pancake for a moment before swallowing.

"How do seaponies breathe underwater? I didn't see any gills on her." Rainbow gave Twilight a weird look.

"Maybe they don't need them," Rainbow said. Twilight put a hoof to her chin.

"Interesting, I'll have to look into that later. For now, let's get ready to leave." They paid for their breakfast and left to prepare for the trip out.

* * *

><p><em>We left Fillydelphia at around noon and we've been moving for the past few days. We should be in the next town soon; Manehattan or Hoofington or something. I'll write more when we get there.<em>

* * *

><p>Twilight double checked what she wrote, an act she's been getting used to, and looked at Rainbow.<p>

"Is he still down there?" she asked. Rainbow looked down off the cloud they were on.

"Yep, still doing his twirly thing," Dash said, twirling a hoof in the air. Twilight sighed and put her journal away.

"So, are you tired at all?" Twilight asked.

"Nope," Dash replied. "We should probably come up with something to do during times like this." Twilight nodded in agreement. They were quiet for a while until they noticed a pegasus flying around and looking for something.

"What's he doing?" Twilight asked. They watched him fly around, poke a couple of clouds and ruffle his mane in frustration.

"I have no idea," Dash said. After a moment of frustrated poking at clouds, he seemed to finally figure out what he wanted to do and started shaping them. They watched him do this for a few minutes before Rainbow stood up. "I'm going to see what he's doing. Are you going to be fine?"

"Of course I'll be fine, I'll just write some things down," Twilight said and pulled out her journal. Rainbow nodded and took off toward the other pegasus. Twilight opened the journal to an empty page. After a moment of thinking, Twilight started drawing a rough sketch of the seapony as well as what she knew about it. While she was doing this she glanced at her previous journal entry and cringed a little.

'_Note to self, no journal entries while riding the adrenalin from near death.'_ Twilight thought to herself and made a note in the book saying such. Twilight looked off the cloud to see what Mr. Beasty was doing and found it to be staring over at Rainbow Dash, who at this point had finished talking with the pegasus and started helping him shape clouds. Twilight scooted the book closer to her and she started sketching what she could of it. She had gotten the basic shape of it down when a thought hit her.

'_It needs a name,'_ she thought. It stared up at her and silently chuckled, its wide grin shining in the dark. The grin brought Twilight back to the night she first saw it and, with that night in mind, she continued writing.

* * *

><p>"Are you sure this will work?" the pegasus asked Rainbow as she was placing the last cloud.<p>

"It should," she answered, "just remember to kick the outer edge of the cloud ok?" He nodded.

"Thanks," he said. Rainbow waved a hoof and turned away from him.

"It's no problem," Rainbow said and flew away from the pegasus, who had in turn started to fly away as well. Rainbow glided smoothly toward the cloud and landed next to Twilight, who was still focused on her journal. "So you have any trouble?" Rainbow asked as she landed on the cloud.

"No, Carver's being quiet right now," Twilight said and closed the journal.

"Who?" Twilight pointed down at the creature, which had started jumping up at them again. "You named that thing? Why would you do that?"

"I remember reading once that when faced with an unknown fear, one of the first steps to getting over it is being able to identify it with something like a name. At least I think I read that somewhere."

"Alright, but where did you come up with 'Carver' of all things? That's so random."

"It said it way back when we first saw it remember? You know um, 'this is what is heard when Carver's bones are disturbed,' I think it went. It's as good a name as any right?" Rainbow stared at Twilight for a moment.

"You're not going to put a collar on it, are you?" Rainbow asked.

"I'm not stupid Rainbow. So what did that pegasus need?" Rainbow settled into the cloud and smiled a little.

"If it works right, you'll see," she said and laughed a little. Twilight looked at her curiously but didn't say anything and waited to see what she was talking about. They decided to spend the time with a sight game.

"So is it white?" Twilight asked.

"Yes," Rainbow answered.

"It's the cloud."

"Dangit, how did you know?"

"It's the only white thing over there." Twilight looked around for something saw two ponies walking through the field below. "Who are they?" Twilight asked pointing at them.

"Oh, is he doing the thing already?" Rainbow asked, "Well, let's sit back and see how it goes."

* * *

><p>"It's a nice night, isn't it?" the colt asked looking up at the night sky.<p>

"Yeah it is, a perfect night for a stroll," the earth pony mare next to him said. The colt looked over at her, happy at how lucky he was at being able to have her for a fillyfriend, and hoped again that this would go smoothly.

"Hey, do you know how long we've been together?" he asked. The mare stopped and put a hoof to her chin.

"Oh gosh, it's been three or four years by now. Why do you ask?"

"I was just wondering." The mare gave him a curious look.

"Are you planning something?" she asked.

"Oh uh, not really," he answered and looked up at the sky. "Where did that cloud come from?" The mare looked over at where the colt was looking, which turned out to be a large mass of clouds almost blocking out the moon.

"That's been there for a while. Why would the weather team leave such a huge cloud there?"

"I don't know, do you want me to do something about it?" he asked.

"Will you? Thanks." The colt smiled and flew up at the cloud. He let his nervousness out now that his fillyfriend couldn't see him.

'_Well, moment of truth,'_ he thought and flew up to the cloud and gave it a kick. Much like what that mare earlier had said, the outline cloud had disintegrated leaving only the unattached clouds. He checked the clouds and thankfully found the message to be intact. He looked down at the mare and found she was quite surprised by the message. He flew back down to her and started to dig through one of his saddlebags. The mare finally managed to regain her voice.

"W-what is-?" she tried to get out but felt the words die in her throat when she saw the colt holding out a bracelet toward her, the jewel embedded in it the shape of his cutie mark. She was at a total loss of words as she looked back at the message in the clouds.

**Will you marry me?**

She looked back at him, who was nervously waiting for an answer. He got it when she threw herself on him and kissed him hard.

"Yes," she said and repeated that one word in between several kisses. After one last kiss, she looked back at the bracelet and slipped it onto her front left hoof and, after seeing how it looked on her, went right back to kissing her new fiancé.

* * *

><p>"Huh, I didn't think it would work. No offense to the guy but it seemed <em>way<em> too cheesy to work," Rainbow said as she watched the scene underneath her. "What do you think Twilight?" she asked and turned to her friend to find she was looking down. "Hey!" Twilight jumped a little and turned to Rainbow.

"Yes?"

"Don't tell me you missed all that?" Twilight shook her head.

"No I saw it, I was just curious about something." Twilight looked back down and Rainbow got what she was saying.

"Oh really, and what does it have to say about that?" she asked.

"It's gone." That statement had Rainbow looking over the side in a flash.

"What when? What happened?" she asked looking around the ground.

"Well, around the time that the mare accepted that proposal, I looked down to see what it was doing. I saw it make a face like this," Twilight stuck her tongue out and made a face of disgust, "and then it just kind of walked away." Rainbow stared at Twilight, taking in this information, before rubbing her mane in exasperation.

"What why? A kick to the face does nothing, but an accepted proposal causes it to walk away? What _is_ that thing?"

"I don't know Rainbow, I need to think about it. Come on, let's try and get some sleep."

* * *

><p><em>All in all, I'm glad I saw what happened last night. I only hope that our own situation can end just as happily.<em>

* * *

><p>The next day back in Ponyville, Rarity, Applejack, and Fluttershy were gathered at Sugarcube Corner. The letter that Rarity received from Twilight lay in the middle of the table.<p>

"I'm starting to get a little worried girls," Rarity said and patted the letter. "It's been almost two weeks and we haven't heard a thing from Twilight or Rainbow Dash."

"Ah still don't understand why the two of them would leave in such a hurry," Applejack said, "Especially with what happened to Pinkie."

"I'm glad that she's feeling better," Fluttershy quietly added, "but why did they leave?"

"She said that Princess Celestia wanted her to get some plants, but when I went to ask Spike about it he didn't say anything. He even refused my request to send the princess a letter about it." Applejack lifted her hat up a little and scratched her head.

"Really? That's awfully out there fer Spike. Ya think he's hiding something?" Rarity nodded.

"I'm not sure what, but there's something else going on. If it was just plant collecting, they should have been done and back by now between Rainbow's speed and Twilight's expertise."

"Who's hiding what now?" a new voice asked. The three friends turned to find Pinkie walking down the stairs, her usual cheery demeanor dark and deflated like her coat and mane.

"Pinkie, are you feeling alright to be walking around?" Rarity asked walking over to Pinkie.

"I'm feeling much better. So who's hiding something?" Applejack and Fluttershy joined Rarity.

"It's probably nothing Sugarcube. We were just talking about Twilight and Rainbow."

"What about them?" Pinkie asked, her ears perking up a little.

"Well um, they left a while ago and haven't come back yet," Fluttershy said. Pinkie sulked a little more at that, which caused Fluttershy to scramble for something to say. "Oh but I'm sure they'll be back soon."

"When did they leave?"

"A couple weeks ago, the day after your… 'incident'," Rarity answered. Pinkie thought that over for a few seconds.

"And you haven't heard from them since?" Rarity shook her head.

"No, that's why we're worried."

"They're not coming back." The three flinched a little and Pinkie looked at the floor, "After what I did to them, I don't blame them for leaving." Pinkie started sniffling and tears formed in her eyes, "I just wished they stayed long enough so I could say I'm sorry."

"Now Pinkie, ya didn't do anything wrong. Ah'm sure this is all a big misunderstanding," Applejack said and placed a hoof on Pinkie's shoulder hoping to calm her down. The tears were falling freely from her eyes.

"I know I did something horrible to them, I just can't remember what it was. All I can remember is the forest, then nothing, then the basement and that…thing." Pinkie wiped away some tears, turned from her friends, and started walking back to the stairs. She caught a glimpse of some fresh cupcakes and felt more tears form. "I used to love cupcakes. Now…I don't want to see another one as long as I live." She turned away from the treats and walked up the stairs. The trio of ponies looked at each other.

"Ah think we should leave this to pasture for now girls, Pinkie needs our help right now," Applejack said and Rarity and Fluttershy nodded. The three then followed Pinkie up the stairs.


	12. A quiet time

"I'm sorry I took so long. Is it still down there?"

Rarity nodded and motioned for The Doctor and his companions to follow. Ponyville, being the small town it is, has pretty much already known about Pinkie's breakdown for a while. Nopony really wanted to bring the royal guard into this for fear of what would happen to Pinkie, so they went with the next best choice.

"So, would ya mind explaining again why we got the town's watch maker, dentist, and mail mare to look around?" Applejack asked Rarity.

"Don't let their looks fool you darling, they're really good at investigating these sorts of things."

"Like when?" Rarity shrugged a little.

"I don't know, but do you have any better ideas?"

"…Well, no I guess." Their discussion was broken when Pinkie let out a sad moan from the corner of the room. They turned to see her crying into her forelegs with Fluttershy rubbing her back.

"How long has she been like this?" The Doctor asked.

"About a week or so," Applejack answered, "she spent most of that in bed."

"The poor dear only barely got up about two days ago," Rarity added, "We're all really worried about her."

"Colgate, can you check on her while we look around?" The Doctor asked and Colgate nodded and walked over to Pinkie and Fluttershy. "Alright, lead the way ladies." Rarity and Applejack led the way and shivered at the sound of Pinkie's cries. The bakery's atmosphere, usually so full of cheer, seemed that much heavier with Pinkie like this. The two mares led The Doctor and Ditzy down into Sugarcube Corner's basement and cringed again at the sight of all the red liquid, even they knew none of it was real.

"I assume this is more or less how it was when you found it?" The Doctor asked looking around the room while Ditzy wandered off to the broken table.

"I tried cleaning this up a little, but I've had my hooves full with Pinkie," Rarity said. The Doctor walked over to the table in the middle and examined its lone occupant.

"And this is the dress you spoke of?" he asked.

"Horrible thing ain't it?" Applejack said and joined The Doctor in looking at it, "but we checked all over town and everypony whose cutie mark is on that are all fine and dandy." The Doctor spotted a gray patch with seven bubbles on the dress and looked over at Ditzy who was staring _very_ keenly at a punch bowl.

"Yes, that is a good thing." The Doctor sniffed at the main part of the dress and narrowed his eyes a little. "Is this made out of candy?" he asked.

"Mhmm," Rarity said and motioned around the room, "and most of the *ahem* redness is food coloring."

"Why would that be?"

"I know one thing," Ditzy said batting at a red and slightly slimy looking streamer, "If I woke up in a room like this, I'd be scared out of my mind."

"I have to agree Ditzy. All of this seems to be just scare tactics."

"What do you mean?" Rarity asked.

"Well, best and worst case scenario, all this is just to distract from the main intent."

"Huh?" It was Applejack's turn this time.

"Well, best case is it would make for a great surprise party or prank. Worst case…" The Doctor couldn't bring himself to finish the thought. Ditzy did though by making a hoof motion across her neck.

"Wha- how **dare** you even think of suggesting that! Pinkie is a victim in all this!" Rarity shouted at him angrily.

"I'm not doubting that, her state right now is more than enough proof. There's something else going on here."

"Doctor, I'm done." The assembled turned to Colgate, who made a face when she entered the room. "Ugh, this place is a mess. We gotta clean it up."

"Did you find out anything new?" The Doctor asked and Colgate sighed.

"Apparently, two weeks ago, she was frolicking near Everfree and was attacked by something. She woke up a week later but was still active in the interim. Unfortunately that's all I could get, the poor dear has been shattered by this." The Doctor rubbed his chin in thought.

"Maybe whatever attacked her possessed her. I've seen that happen before and it would explain the amnesia."

"You…what?" Applejack asked.

"It would, but there aren't any known creatures in Everfree that can do that," Colgate said.

"Do…what?" Rarity asked.

"In any case this is all conjecture. We're still missing one big piece of the puzzle."

"And that would be?"

"Exactly what happened here. If what Pinkie said is true, then only Twilight Sparkle, Rainbow Dash, and Pinkie herself know what happened, but until either Pinkie remembers or Twilight and Rainbow get back we won't know for sure." The Doctor sighed and looked away from Applejack and Rarity. "I hate to say it, but there's not really much I can do without resorting to extremes. If anything else comes up, it would probably be good to let us know." He looked around the room, "We should probably clean this up."

* * *

><p><em>We've made it to Hoofington relatively unharmed. It's a lot smaller than I thought, but we aren't planning on staying for long. We're just going to stop for supplies before moving on.<em>

_I'm a little worried. Carver hasn't shown up for a while._

* * *

><p>Twilight was standing at the register in a grocery store waiting for the cashier to finish bagging her purchases.<p>

"…three hay tins, five apples, and two canteens of water. Anything else?" The cashier asked.

"A copy of the Daily please." The cashier placed a copy with the food.

"That brings your total to 57 bits." Twilight levitated her bit bag out and placed the money on the counter. "Have a nice day," the cashier said and pushed the bag of groceries to Twilight, who nodded her thanks and left with the bag. Once out of the store Twilight walked over to Rainbow Dash, who had been leaning against a wall.

"Did you get it?" Rainbow asked.

Twilight nodded and said, "Let's go sort through this somewhere." Twilight led the way with Rainbow in tow and sat on a bench in a nearby park. "Here's the Daily you wanted," Twilight levitated the newspaper to Rainbow/

"Great, maybe now we can get some decent news," Rainbow said and started looking through the paper, "how are we doing on bits?"

"Well, no hotel rooms are helping but we're still running low. We're going to have to find a way to make more bits soon." Twilight had finished sorting through the groceries and started placing them into both hers and Rainbow's bags. "Anything interesting in the news?"

"Eh, there's tax laws, fashion news, one of the editors has another restraining order against him. Not much else otherwise." Rainbow flipped a page and leaned forward, "Wait, there's something in the freelance section."

"What is it?" Twilight asked. Rainbow moved the newspaper so Twilight could see it.

* * *

><p><strong>New species in Equestria?<strong>

Scattered reports have reported a new creature in the area of western Equestria. While details of its appearance are sketchy at best, the unknown creature has been sighted causing property damage in the city of Fillydelphia. Whether or not this creature means ill intent remains to be seen.

* * *

><p>"That's not good," Twilight said and looked at Rainbow.<p>

"Why? If more ponies know about it, it could be good for us," Rainbow said.

"Or it could cause a mass panic. You know how ponies are when it comes to these kinds of things."

"Does this have to do with that emotion thing you were talking about?"

* * *

><p><em>Carver displayed so far out of character behavior at the sight of a successful proposal, specifically disgust. If happiness and generally positive emotions are detrimental to it, then maybe negative emotions empower it, although this is just guesswork for now.<em>

_Rainbow pointed out that if that's true, then we could just use the Elements of Harmony to take care of it. While that's most likely true, I don't think it could happen given what happened to Pinkie. All it takes is one out of synch element to ruin any chance of the Elements to work. We learned that with Discord._

* * *

><p>"Maybe," Twilight said and tapped her chin in thought, "but for now let's get moving. This story might not mean what we think and maybe ponies will forget about it."<p>

"If we're lucky," Rainbow said and put the paper in her saddlebag, "and we haven't had much of that lately."

"Yeah." The two got up and walked away, Rainbow taking the lead this time.

* * *

><p><em>We left Hoofington later that day and headed for Manehattan. We were two days into the trip when Carver showed up again. I guess if we travel fast enough we might be able to rest for a day or two without having to worry about him. About a week after that we got a reminder as to the time of year.<em>

* * *

><p>Twilight and Rainbow walked down the road and took in the sight of the trees, their once green leaves now turning to a variety of reds, oranges, and browns.<p>

"It's fall already?" Rainbow asked and flew up to one of the trees to inspect the leaves. "Man time flies."

"Yeah, and that means winter will be here in a few months," Twilight said, "It'll be a lot harder to get around then."

"Yeah, we may have to find a more permanent place to stay when that happens." Rainbow said and landed next to Twilight.

"Yeah, but we may also get lucky. Maybe Carver will be less active during winter."

"Only one way to find out about that." Twilight nodded and the pair continued walking in silence. After about an hour of walking, Rainbow's stomach started growling loudly. "Heh, I guess it's time for lunch?"

"Yeah, I'm getting kind of hungry myself," Twilight said and moved to the side of the road and sat down. Rainbow joined Twilight and started going through her bags and pulled out a couple tins of alfalfa.

"Not the best, but it should keep us going," Rainbow said and used her teeth to open one of them while Twilight just used her magic to open it.

"You know what my mother used to do to make me eat alfalfa when I was a filly?" Twilight asked. Rainbow shrugged and took a bite of the food. "She used to put peanut butter on it."

"Pfft, really?" Rainbow asked. When Twilight nodded she looked at the canned food and raised an eyebrow. "Huh, we might have to try that and see if it's any good." Twilight took a bite of alfalfa and had to agree. "You know what else is good? Taking hay strips, laying them in a weave, and making a flower burrito out of them." Twilight swallowed and looked curiously at Rainbow.

"A weave?"

"Yeah, you lay down some strips in a line, fold some back to lay down some more strips, and just repeat that until you have a square weave of strips."

"But why don't you just buy a regular slab of hay and make it with that?"

"That's not the point Twilight. Sometimes you have to do things just because it's unconventional." Rainbow ate the last of the alfalfa and put the empty can in her bag.

"I guess, but that's the first time I've heard of it." Twilight put her own empty can in her bag and settled into a more comfortable position. "You know I'm curious now, how do you usually eat a cupcake?"

"What?"

"Well, do you have a method on how to do it?"

"I just eat it. Why, do you have a method?"

"That kind of depends on how much icing is on it; if there's not that much then I'll just eat it normally, but if there's a lot I find I usually pace my bites to get an equal amount of icing in each bite."

"Yeah, that does sound like you. What about pizza? I know there are some ponies that like to eat the crust before the actual pizza."

"I've never really thought about it. I guess I eat the whole slice, crust included, at the start. But that tends to fill me up faster so I end up eating less with each slice."

"That's exactly why I never eat the crusts. If you get too full you end up with leftover pizza and that always has this weird stiffness to it. You know what I mean?"

"Mhmm. Have we seriously been talking about food for three minutes?" Rainbow snickered a little.

"Yeah, I guess we have. C'mon, let's get going."

* * *

><p>"You know what else is good? Taking cheese flavored crackers, crushing them, and putting them on a salad."<p>

"I've never thought about doing that," Rainbow said, "Where did you get that idea?"

"Well… Pinkie told me," Twilight said sadly.

"Oh…" Rainbow said and looked down at the ground. "Hey, how do you think she's doing?"

"I don't know," Twilight replied, "and it really hurts to think about it. We should be there for her and if anything else was different I'd be there in a heartbeat. I just…" Twilight trailed off a little and felt some tears gather in her eyes. Rainbow couldn't really think of anything to say so she settled with draping a wing over Twilight. Twilight moved a little closer to Rainbow and was thankful for Rainbow's company.

The two of them didn't say anything for the rest of the day.

* * *

><p><em>I'm so tired right now I can't even think of anything to write. I already got down those food ideas we talked about earlier and not much of interest has happened. I can sort of see where Manehattan is from the cloud we're on. It shouldn't be more than a day's travel until we-<em>

* * *

><p>Twilight growled and looked down off the cloud.<p>

"Will you _shut up!_ I'm trying to write up here!" she shouted at the ground, where a familiar shadowed mass was circling the area around the cloud. Red eyes looked up at her and Twilight rolled her eyes and continued writing.

"-Until we get there. I'm going to stop writing now and try to get some sleep." Twilight closed the journal, put it away, and curled up to catch some sleep. When it's growls didn't provoke a response, Carver sulked a little before walking away.

Towards the city lights.

* * *

><p><strong>I actually h<strong>**ad forgotten what the plot for this was for a while. Let's hope that doesn't happen again eh?**


	13. Manehattan

"What the hay is this thing? Every predator I've compared to it to- manticores, hydras, Timber wolves, dragons- it _just doesn't MATCH!_ It looks like a pony but it most definitely isn't one. Even worse, it's _toying_ with me. Well two can play at that game Carver."

Twilight stirred and opened her eyes to find she was in Cheshire Twilight's domain. That was the closest name she could associate this place with. At the moment Cheshire was looking between several different panels, all of which had either a predator of some sort or Carver on it. Twilight sat up and stretched.

"Hi Cheshire," Twilight called with a wave. Cheshire's head snapped backward toward Twilight. Literally.

"YOU!" she yelled angrily and her head popped off and floated toward her, her body staying still. Her head grew a body and her body did vice versa. "What do you think you're doing?"

"W-what?" Twilight said and backed away from the rapidly approaching mare. She didn't get far before a dark purple tentacle burst from the ground, wrapped around her throat, and lifted her off the ground.

"You _do_ realize we're fighting for our lives here right? That this thing is fully capable of crushing your skull into paste and the only reason it hasn't is because it can't reach you when it's out." The tentacle tightened around Twilight's throat, crushing her windpipe and causing her to gag. "Despite that fact, you actually feel comfortable enough around it to _taunt it?_ What's wrong with you?" Twilight was slammed into the ground and bounced a couple of times before settling down. She coughed a little and looked up Cheshire.

"And quit coughing, this place isn't even real anyway."

"Do you two mind, I'm trying to do research!" the other Cheshire yelled at them.

"Please tell me my mind isn't this chaotic," Twilight said and coughed some more.

"Look Twilight, I'm trying my hardest to get us out of this situation, but I need you to cooperate. You can start by **not pissing off the monster chasing us**. If you can at least do that we'll be fine." A tentacle wrapped around Twilight's torso and lifted her up, "Do you understand?"

"Um… I guess?"

"Good. You. Can. GO!" The tentacle wound up and threw Twilight into the darkness. Cheshire huffed a little.

"That was a little harsh, don't you think?"

"Oh shut it!"

* * *

><p>Twilight flew for a while before she slammed against something. She opened her eyes to find she was on the cloud she fell asleep on, the sun starting to rise over the horizon, and heard Rainbow Dash groan behind her.<p>

"Twilight, what the hay? Why did you kick me?" Rainbow asked.

"I'm sorry Rainbow, I didn't mean it," Twilight said and then whispered, "I hate her so much."

"Who?"

"Don't worry about it." Twilight sat up and looked toward Manehattan. "Ok, have you been here before Rainbow?"

"A couple of times, but that was only for Wonderbolt shows and the like. I've never really looked around the place," Rainbow answered and lifted Twilight to the ground.

"Well, I guess we get to now. I actually have a plan for here."

"What?"

"Maybe the library here will have something, I'm going to go there and hopefully find something."

"And if you don't find what you're looking for there?"

"There are other libraries, and if I have to go to every library in the world to get what I want, so be it." Twilight took off toward the city, Rainbow Dash following close behind.

"So… what are you looking for?"

* * *

><p>Twilight stood in front of Manehattan's grand library, Rainbow Dash having left to find somewhere to sleep later. Twilight ascended the steps to the door and walked inside. The sheer size of inside, as well as the number of books, threw Twilight off for a moment before she walked down some of the aisles. She pulled out several books along the way and, once she felt she had enough, set the stack on a table.<p>

"Okay, let's see: A compilation of mythical creatures, The Big Bestiary for all things Beastly, The Complete Compilation of Conundrums, and The Psychological Pass to the Pony mind. Alright, let's get started!"

* * *

><p>"I don't think that's the right building either. There are too many skyscrapers in this city."<p>

Rainbow Dash was currently searching the city for a building, a skyscraper that was attacked by a giant monster from one of the books Twilight let her borrow once, and failing miserably at it. Manehattan was bigger than she had thought so she settled on one building that looked about right.

"Better find a place to stay for tonight. Twilight said hotels are out, so I guess another cloud will do." Rainbow looked around at the mostly bare skies and waved a hoof, "Ah I'll deal with that later, it shouldn't be too difficult to get some clouds together." With that plan for later in mind, Rainbow took off for the library that Twilight had stopped at. Rainbow didn't keep track of the time but she was sure it had been at least a couple of hours since Twilight started.

She _had_ to have found something by now right?

When she got there, Rainbow entered the library and walked to the mare at the front desk.

"Excuse me, I'm looking for a unicorn that came in here a while ago," she said.

"Purple unicorn, yells loudly when she gets frustrated?" the mare asked.

"Um…yes?"

"West wing," the mare said pointing toward said wing. Rainbow blinked a couple times before walking through the shelves of books. Somewhere in the distance she could hear frustrated groaning and shouting, which led her to a table with Twilight skimming through a book.

"No no no! This isn't helping at all!" Twilight said and set the book aside. She levitated another book up to her and started reading again when Rainbow cleared her throat.

"No luck, I take it?" Rainbow asked and sat at the table.

"No," Twilight answered and sighed, "I was hoping that there was something here that could tell us something about Carver, but there's nothing."

"Nothing?" Rainbow asked and picked up The Psychological Pass to the Pony Mind.

"Yeah, nothing. I've checked bestiaries and ancient species lists, even old fairy tales, and there's just nothing on it." Twilight yanked the book out of Rainbow's hooves, "And don't worry about that, it's just a curiosity of mine."

"Well what about those two legged things in the painting?"

"I checked that too, but it's the same thing. This just isn't possible, how did we find out about two totally unknown species?" Twilight slammed her head onto the table and groaned into her hooves.

"So… try again somewhere else?" Dash asked and picked up one of the bestiaries.

"I don't know Dash, this is one of the biggest libraries in Equestria. The only one bigger than this is in Canterlot, which is the last place I want to go right now." Rainbow looked worriedly at her friend and thought hard for a moment.

"You know, maybe we should just relax a little. We've been really stressed lately," Rainbow finally said and set the book down.

"Relax? How exactly are we supposed to do that?" Twilight asked annoyed.

"Uh Twilight, we're in Manehattan? Let's look around for a bit, enjoy the sights, and if the night is quiet we can maybe go to a club."

"Sorry Dash, but I'm going to have to-"

"Too bad, you're still coming." Rainbow grabbed Twilight by the shoulders and flew her out of the library, knocking down a few too many bookshelves along the way.

* * *

><p>Rainbow Dash's famous speed made it impossible for Twilight to tell where she was going and once they stopped Twilight felt incredibly dizzy.<p>

"Where are we?" she asked.

"I have no idea," Rainbow answered, "but I'm a little hungry. What about you?"

"How can you be thinking of food at a time like-" Twilight stopped as her stomach started growling. She blushed a little and said, "Well, I guess we could stand getting some lunch."

"Yeah, but…" Rainbow looked around at the various buildings, "where can we get something to eat?"

"This is a city Rainbow Dash, we'll find one if we look hard enough." Twilight led the way down the street, Rainbow following close behind. As it turned out, Manehattan was a little different from what Rainbow remembered or either had heard from Applejack. Mostly in that neither of them were prepared for the various talent they witnessed along the way.

"I don't get it, they're just…_dancing_," Twilight said in regards to a couple of dancers, one of whom was bafflingly dressed like some kind of green dog, "And ponies just _give_ them money?"

"I guess ponies appreciate secondary talents as much as special talents," Rainbow commented. Twilight blinked at Rainbow's observation.

"Huh, that sounds really weird coming from you Rainbow. Where did that come from?"

"I'unno," Rainbow said and focused back on the dancers. One had just finished some kind of elaborate spinning dance. The gathered crowd lightly applauded and started dropping a couple bits into a hat. "Hey, let's give them a couple of bits."

"Really Rainbow? We're not exactly bursting with bits right now."

"It's only two bits," Rainbow said already opening one of her bags. Twilight sighed and did the same.

"Fine, if it's only two bits," Twilight said and levitated a coin over to the hat with Rainbow dropping her own in. With that done the pair started walking through the park.

"You know, if we ever run low on bits we could just do what they were doing." Rainbow said after a while of walking.

"Embarrassing myself with my dancing just to earn twenty bits? Sorry, but I'll pass." Twilight kept walking as Rainbow stopped and started laughing a little. "What?"

"I was kidding Twilight, I'm way too awesome to lower myself to dancing for bits. We still have to figure something out though." Rainbow took flight and started hovering next to Twilight.

"We will. I'm mostly curious if these cloaks will last us the winter."

Rainbow landed and said, "I'm sure it'll be fine, Rarity does know what she's doing after all. Now come on, I'm hungry." Twilight laughed and smiled at Rainbow.

"Yeah, I can probably eat a whole apple tree right now."

* * *

><p>Exaggerations aside, Twilight and Rainbow probably could have done that given how much they ate. Nopony could live off of tinned foods forever after all. After they had eaten lunch and checked their bags, they were once again walking through the streets.<p>

"So, where are we going after this?" Rainbow asked.

"I don't know," Twilight answered, "maybe Trottingham or Canterlot if we're really careful. What do you think?" Neither Twilight nor Rainbow noticed the ponies they were passing.

"Well since you know who can't get up to the clouds we could go to Cloudsdale for a bit."

"I suppose, but I still feel like I'm forgetting something. We should probably do a review of information soon."

"What more is there to talk about? All we know is-"

"RainbowDashsayswhat?"

"What?" Rainbow and Twilight looked back at a white unicorn smiling widely at them. She trotted over to them and pulled Rainbow into a massive hug.

"I knew it! It's been a while since I saw you last Dashie!" she said and squeezed Rainbow harder.

"Um… have we met?" Twilight asked. She couldn't see the mare's eyes past her sunglasses and the smile didn't change at all.

"Sure, but I don't think we've ever introduced ourselves. I'm pretty good friends with Pinkie Pie and she lets me DJ at her parties sometimes. Come to think of it, weren't you at that big wedding in Canterlot some time back?"

"Um… yeah, the groom was my brother."

"Can't… breathe," Rainbow finally forced out. The mare let Rainbow go and laughed a little at Rainbow's deep breaths. "Yeah, it's nice to see you too Vinyl."

"Good to know Dashie," Vinyl said still chuckling.

"So, you know Pinkie Pie?" Twilight asked apprehensively.

"Yeah, we go back a bit. You're… Twilight Sparkle right?" Twilight nodded and Vinyl walked up to her, "Well I'm Vinyl Scratch, nice to meet ya."

"Yes, it is," Twilight said. After the two shook hooves Vinyl motioned for the two to follow, since they were going in the same direction anyway.

"So, what brings you and Dashie here?"

"It's complicated," Rainbow said, "and we're probably not going to stay for too long."

"Really? Well ok, wish you two could stay longer. How's the pink ball of energy doing?"

"…Not too well," Twilight replied quietly. Vinyl lifted her glasses over her horn and stared at Twilight with magenta eyes.

"What do you mean?"

"Like Rainbow said, it's complicated. For now it's probably best Pinkie doesn't see us."

"Something you did?"

"Kind of, it's a long story."

"Ah don't worry about it," Vinyl said and placed her glasses back over her eyes, "Pinkie is sure to forgive you for whatever it is. It can't be that bad right?" Twilight and Rainbow's silence was enough of an answer. "It's even worse isn't it?"

"Long story," Rainbow said.

"Well it's going to be a long night. I'm sure you'll have time."

"Night?" Twilight yelped and looked up at the growing orange sky. "How is it almost night already? Oh, this isn't good."

"Whoa, relax a little," Vinyl said, "you shouldn't let things like that get to you. Tell you what, I know a good place nearby where you can have a couple drinks and just relax a little."

"But…"

"Hey Twi, over here," Rainbow said and motioned to a nearby alley, which Twilight followed her into. "I think she has a point Twilight, we've been stressing about this whole thing a lot. Let's take her up on this and relax, even if it's only for tonight."

"Rainbow, getting drunk is the last thing that we should be doing," Twilight pointed out, "and I don't want to be in a confined space for any extended period of time."

"Well that's why there's non-alcoholic drinks, and if we feel unsafe then we can leave." Twilight was prepared to argue the point some more but Rainbow said, "Come on Twilight, we need to relax sometime. Remember what happened last time you were stressed out?"

"…Fine, but we're not staying for long." Rainbow nodded in agreement and the pair went back to Vinyl.

"So did you come to a verdict?" she asked.

"We'll go for a little while, but we won't stay long," Rainbow said.

"Eh, fine enough with me. Come on," Vinyl said and started walking down the street with Twilight and Rainbow following. Twilight looked back at the setting sun and hoped they could get somewhere safe soon.

* * *

><p>"Well here's the place," Vinyl said as she opened the doors. Twilight gave a soft 'whoa' at the sight of the club. It wasn't outrageous or anything, it was actually pretty low end and simple. The dance floor to their left was crowded with dancing ponies.<p>

"I'm feeling really uncomfortable right now," Twilight said.

"Nopony is asking you to dance and I just want to talk." Twilight looked at Vinyl's bobbing head, her smile seemingly forced. The three mares went to the bar and sat on a couple of stools.

"So what did you want to talk about?" Rainbow asked.

"I'll ask once we get some drinks." The bartender came up just then and asked what they'd like. "I'll have the usual."

"Water," Twilight answered.

"I'll have some cider if you have it," Rainbow answered. The bartender went to prepare the drinks and Vinyl let out a small sigh.

"What exactly happened to Pinkie?" Vinyl asked causing Rainbow and Twilight stiffen up.

"We don't really know," Twilight said choosing her words carefully, "before we left we heard she wasn't doing too well."

"So why are you here instead of there?"

"It's complicated," Rainbow said as their drinks were set in front of them.

"That's crap, my love life is complicated. Why don't you-"

"You have no idea how much I want to be with her Vinyl, but I just can't," Twilight said angrily, "so please don't question my motives on this."

"I wasn't saying that. I just wanted to know what's wrong with my friend."

"Sorry," Twilight took a drink of water before continuing, "but I really don't know. We left before we got any real details."

"Hm, I'm gonna have to go see her then." Vinyl lifted the drink up and looked at the dancing ponies. She was about to take a drink when she noticed something. "Now that's odd."

"What's odd?" Rainbow asked and followed Vinyl's gaze.

"The crowd's not as into it as usual," Vinyl said and placed her drink down.

"What do you mean? They look pretty happy to me." Twilight took the moment to look too.

"I've spent years watching crowds and learning how to read them. This one is… apprehensive, they're not as into it as they should be. Something's getting to them."

"Like what?" Twilight asked.

"I don't know, I'm not a mind reader. But I have heard some rumors going around lately."

"Like?" Rainbow asked and took a drink of cider.

"Eh little things like monster's stalking the shadows and the like, but I don't see how that's any different from what I usually hear about. It'll probably pass in a couple months, so maybe I'm just looking into it too much."

* * *

><p>"Are you sure you're going to be alright heading home?"<p>

"O-of course I will. I won't even fly, just for you." The unicorn bartender shook her head at the pegasus' stubbornness.

"Alright, just be careful ok?"

"Yeah yeah," the pegasus muttered and walked out of the bar. This was one of the few things he allowed himself after a long work day, a nice evening of drinking. He stumbled a little as he walked through some streets, Luna's moon already making its ascent into the sky. Chilled night air entered into his lungs which cleared some of the alcohol from his mind.

That was enough for him to recognize crying from a nearby alley.

"What's that? Is someone there?"

The crying stopped briefly before returning louder than before. The pegasus shook away some dizziness and walked into the alley.

"Don't worry, everything will be alright."

* * *

><p>"Do you really have to go so soon?" Vinyl asked as Twilight and Rainbow stood up from the bar, having finished their drinks a while ago.<p>

"Yeah, we have a long day ahead of us," Twilight answered.

"A long day of what?"

"Of stuff, do you have any more questions?" Rainbow asked.

"Nah, not really. Have fun with whatever it is you're doing," Vinyl said and waved at the two mares as they left.

"We'll try," Rainbow said. Once they were outside she let out an exhausted sigh.

"Is she always like that?" Twilight asked.

"Yeah she is. I've talked to her a couple of times when she was at Pinkie's parties and I swear she could match Pinkie when it comes to raw energy." Rainbow yawned and stretched her wings out. "Come on, let's get some sleep."

"Yeah, I could use some," Twilight said and climbed onto Rainbow's back, holding tight to her as she took off into the skies. "So did you find a cloud earlier?"

"I can whip something together if you can wait on a rooftop for a bit," Rainbow answered.

"…Just make sure I don't fall."

* * *

><p>"Rest easy Twilight, I'll watch over you like always."<p>

Cheshire stole a glance back at the sleeping Twilight, or rather the image of Twilight sleeping, before turning back to the panels floating in the darkness in front of her. Dozens of images floated past her vision with a good number of them showing Carver. Despite all that Cheshire kept looking at one panel in particular.

Over the years Cheshire had developed a small habit of 'saving' Twilight's dreams for later study, which usually meant at least one panel was linked to Twilight's subconscious at all times. At the moment it showed a young Twilight playing happily with her older brother and old foal sitter.

"Better than a nightmare at least," Cheshire said out loud and moved the panel over to see it better. "I wonder where they are now. They're probably enjoying the married life. I wonder if we can get in touch with them and get some help if we need it." Cheshire scratched her chin at the thought.

"That could actually be a good idea. If we set up a spider web of information all over Equestria, we could potentially get more information than we will just wandering aimlessly. I'll have to bring that up next time Twilight's awake." A flash of black darted across one of the panels before leaving the skyline of Manehattan intact.

"What was that?" Cheshire extended the panel to get a better look. Nothing immediately stood out in the image, but after a moment something moved on one of the nearby buildings.

"Well, guess it's time to wake her up."

* * *

><p>"Be careful on that slide Twiley," Shining Armor called up to his little sister.<p>

"I will," Twilight called back. Honestly, the slide was a lot higher than Twilight had originally thought, but as long as Shining Armor and Cadence were down there she could do this. Twilight very carefully scooted to the slide and slid down it with a yelp. She expected to land face first in the sand and was glad to find that Shining Armor caught her.

"There you go Twiley," Shining Armor said and set Twilight on the ground.

"I knew you could do it," Cadence said happily. Twilight smiled widely and started bouncing around the two older ponies. On her second go around a crazed version of Twilight's head popped out of thin air.

"Alright, I know you're having a ball with this whole dream thing, but I'm going to have to wake you up," the head said, "So brace yourself."

"W-what?" Twilight asked the head, but it disappeared a second later. Twilight felt a sharp pain in her gut and the world fell away as she fell to the ground. When she opened her eyes she was lying on a cloud in Manehattan, Rainbow Dash snoring away next to her.

"Now why did she wake me up at this hour?" Twilight asked and sat up on the cloud. After rubbing the sleep out of her eyes she looked around at the surrounding rooftops, finding it difficult to see in the darkness. "Argh, I don't have time for this! This is the second night in a row that she's done this." She heard some kind of shuffling from a nearby building and turned to see a familiar dark shape with red eyes staring at her. She arched an eyebrow at the beast and nudged Rainbow.

"Ugh, five more minutes," Rainbow muttered, "It's still dark."

"I know that," Twilight said, "but how far away from the buildings are we?" Rainbow sat up and stretched her wings a little.

"25 feet or something like that, why?"

"Do you think Carver can jump that distance?"

"I don't know. Do you want me to move the cloud?" Twilight looked back at Carver who was backing up from the edge of the roof he was on.

"I don't think we have the time for that, it looks like he's going to try." Rainbow's eyes snapped open and turned to Carver. He flashed a smile at the mares before breaking out in a full sprint and jumped toward them.

"Rainbow fly!" Twilight yelled and jumped at a surprised Rainbow. They fell off the cloud just as Carver burst through the cloud. After a moment of tumbling, Rainbow straightened out of the fall with Twilight hanging off of her.

Jeez Twi, calm down!" Rainbow yelled. She felt a whoosh of air next to her and instinctively flew as fast as she could away from it. A quick glance back showed that Carver was running on a rooftop right behind them. "Fine, I could use the exercise."

"_Wait, something's not right,"_ Twilight heard in her head, _"I don't suppose you could stop and get a good look?"_

"Are you insane? We stop for a second and we're dead!" Twilight yelled back.

"Who are you talking to?" Rainbow asked.

"_Five seconds, that's all I ask."_

Twilight thought it over before she groaned loudly and yelled, "Rainbow stop for a second!" Rainbow looked at her like she'd gone crazy.

"Are you insane? Why should I stop?" Rainbow asked.

"It'll only be for a second," Twilight said. Rainbow groaned and flew higher, but stopped nonetheless. Carver stopped on a nearby rooftop and looked confusedly at them.

"_Alright, now what's wrong with you?"_ the voice in Twilight's head asked. Carver smiled up at them and started to cringe about something.

"What is it-?" Rainbow started but nearly fell when Carver let out a loud roar and something burst from its back. It breathed deeply and looked back at its newly acquired appendages and smiled at the two mares.

"Rainbow, you can start flying now," Twilight said. Rainbow didn't need any more incentive, as she took off in a steep dive to pick up speed, pulling up just a few feet from the street. Rainbow took a quick glance back to find Carver following on the rooftops.

"You don't suppose those wings work, do you?" Rainbow asked.

"I don't want to find out, just get us out of here!"

"No problem, you're talking to the fastest flyer in Equestria after all. Just hold on tight." Rainbow took off like a bolt of lightning over the city, the dull thumps of their pursuer following behind. Rainbow decided it might be easier to lose Carver down in the streets and took a sharp dive down. Twilight tightened her grip around Rainbow's neck even when Rainbow pulled up and flew a few feet above the street.

As it turned out, Carver had no apprehension in going down to ground level which he showed by crashing right in front of Rainbow Dash.

"Whoa!" Dash yelled and kicked at the ground to launch into the air. The air moved as Carver swiped at her, which pushed her to fly as fast as she could. A crash sounded to her right and Rainbow looked over in time to see Carver jump off of a building right toward them.

Twilight couldn't have prepared herself for what happened next. Rainbow corkscrewed to the left and threw Twilight into the air screaming. The world seemed to slow down for those brief moments in the air. Twilight twirled in the air and looked at Rainbow Dash, her face a set into a look of determination, until Carver darted right between them and time sped back up. Twilight didn't know what happened but she found herself lying on Rainbow's back holding on for dear life.

"You ok Twilight?" Rainbow shouted back at Twilight.

"Don't do that again!" Twilight shouted. She heard a whoosh of air above her and looked up to see that those wings did in fact work. "Do it again, DO IT AGAIN!" Twilight yelled and rolled off of Rainbow. Not exactly the best choice since she was now falling right toward a building.

"Twilight!" Rainbow yelled before having to change directions to avoid the building. Twilight cast a magic shield just in time for her to crash through a window. Needless to say, the couple who owned that apartment weren't too happy when she did that.

"AAH!"

"What do you think you're doing?"

"I'm sorry I'm sorry!" Twilight yelled as she stood up. When she got to her hooves Carver burst through the wall she had crashed through and roared at her, all three ponies screaming as Twilight opened the door and ran out of the apartment.

The hallway outside stretched to Twilight's left and right and Twilight chose to go right. She had galloped down a few paces when the wall crashed open behind her. She didn't look behind her and focused on finding a stairway. She rounded corner after corner, occasionally passing an open door and curious pony, until she finally reached her goal.

Twilight slammed into the door and ran as fast as she could up the stairs and saw Carver trying to squeeze through the door she came through. A quick glance up showed that Twilight was a ways away from the roof, so she decided on trying to teleport up every few floors, which worked in that she had less stairs to climb. After repeating the process of climbing and teleporting a few times Twilight reached the door to the roof.

"Oh great, now what?" she asked slamming the door shut behind her. She had reached a dead end and Rainbow was nowhere to be seen.

"_Go east!"_

"W-what?"

"_Go east along the rooftops and you'll get out."_ A loud bang shook the door and Twilight backed away from it. _"Go, now!"_ After quickly checking the stars to find her way, Twilight galloped for the edge of the roof. She saw the neighboring roof and gathered magic in her horn, releasing it in a flash and teleporting to the next roof. Teleporting unfortunately took a lot of energy to do and Twilight wasn't sure how much longer she could do it. The door on the other rooftop finally gave way. Carver's roar was all it took for her to get moving.

She hoped she had the energy to keep teleporting.

* * *

><p>'<em>Dangit, where are you Twilight?'<em>

Rainbow flew over several buildings and scanned the rooftops for the purple unicorn, but Manehattan was a big place and she didn't know where to start.

"_Rainbow!"_ Rainbow slowed to a hover and looked around for the voice she heard.

"Twilight?" Rainbow asked the air. The voice certainly sounded like Twilight, if not a bit rougher than usual.

"_Oh thank goodness you can hear me. Listen, I'm heading east along the roofs and I think if I continue like this I'll be right next to a skyscraper with big red lights. Do you see it?"_

"Hold on," Rainbow said and looked around and spotted red lights in the distance, "Yeah I see a building like that. It looks like a radio building."

"_Great, that's where I'm heading. Get over there and be ready to catch me when I tell you."_

"Catch you? What do you mean?" Rainbow didn't get an answer, so she scoffed and started flying to the building. "I hope you know what you're doing Twilight."

* * *

><p>Twilight came out of another teleport and stumbled upon landing on the building. She had gotten used to on the fly teleporting, but she was starting to feel the drain from the constant magic. Carver being constantly on her tail wasn't helping either, but every glance she took told her that it wasn't used to the wings and seemed to only use them for gliding.<p>

'_At least it can't fly, that's a plus,'_ she thought and leaped from the rooftop into another teleport onto the next rooftop. Once her hooves touched this rooftop she tripped and tumbled to the floor.

"_Get up, we're almost there!"_ her inner voice screamed at her. Twilight got to her hooves as fast as she could and shook her head as she approached the next edge.

"I can't do this much more, I'm too exhausted," Twilight said and looked over the edge.

There wasn't any more rooftop left, only a view of the river and road down below. Twilight doubted she could make the jump to the river, and even if she could it wouldn't be much different than hitting pavement at this height.

"_That's alright, we're right where we need to be,"_ Cheshire said. Something crashed behind Twilight and she looked to see Carver climbing onto the roof with that horrible toothy grin. _"Listen to me, jump off the roof when I tell you to."_

"Are you crazy?" Twilight asked and watched Carver slowly walk to her, its large wings flapping twice.

"_Trust me, you'll be fine."_ Twilight swallowed and backed to the ledge, jumping a little when she hit it.

'_What are you thinking?'_

* * *

><p>"<em>Rainbow, are you there yet?"<em>

"Yeah, I can see you now," Rainbow said and watched that black beast approach Twilight as she got on the ledge of the roof.

"_Ok, when I'm done talking, count to five and dive to me. Don't slip, ok?"_

"I won't," Rainbow answered and started her count.

* * *

><p>"<em>Ok, jump!"<em>

"Are you sure about-?"

"_Now or you'll mess up the timing!"_ Twilight took a deep breath and jumped. She saw that Carver jumped after her, its massive form nearly on her. Just as quickly as she saw it, it disappeared when something collided into her. A flash of blue and rainbow filled her sight when she realized what happened.

"Rainbow Dash?"

"What, did you think I'd leave you hanging?" Rainbow asked and turned so she and Twilight could see Carver fall into the river. "Yeah, not everything knows how to fly immediately dirtbag!"

"Come on Rainbow, let's get out of here," Twilight told the pegasus.

"Alright, I'm beat." Twilight held onto Rainbow as they flew away from the lights of Manehattan. "You know, you have to tell me how you do that little trick."

"Trick?"

"Yeah, that talking into my head thing. You told me where you were going to be and when to get you."

"I did?"

"_You can thank me for that later Twilight."_

"Uh, did you hear that Twilight?" Rainbow asked.

"Huh?"

"_Oh crap, please tell me I didn't leave that panel ope- yep I did."_

"What's a panel?"

"Well Rainbow, um…"

"_Just… get somewhere safe and get to sleep. I guess I have some explaining to do."_

* * *

><p>It gasped for breath when it broke the surface of the water. After a quick look it swam for the nearest shore line. It emerged from the river wet, miserable, and utterly angry. It looked back at its useless new additions and retracted them into its black body. It would have to learn how to properly use them soon. There was no sign of its prey in the skies and growled in frustration.<p>

It _very_ much preferred when its prey couldn't fly away.


	14. The princesses pt 2

"There's some kind of secret here," Luna told herself as she paced in front of the painting. She had spent all night investigating, probing, and examining it in every way she could think of.

Her conclusion: it was a painting.

"I know that you're hiding something, Twilight Sparkle's journal said as much, and I know there's a way to show it. The real question is _how_ do I get you to show it?" She stopped in front of the painting and stared at it. The reds, oranges, and blacks mixed together to make a gruesome scene that no pony painter could have thought of. Even some of the more infamous painters that Luna knew of wouldn't make something like this.

Luna gathered up some magic and once again probed the painting. It gave off the feeling of being just an ordinary painting, but after probing deeper Luna did find something.

"Of course, how could I have missed that?" Luna asked and focused some more. Buried deep in the canvas was a kind of 'magical memory' that showed what the painting used to look like. The amazing thing was that the amount of paint used was the same for both images, so all Luna had to do was focus on the image and force the paint into the shape.

An act well within the Regent of the Night's power.

One last push with her magic and she was sure she had done it. She opened one eye to see the painting and soon the other one to see if she was imagining it.

"Impossible."

* * *

><p>"So this 'Carver' possesses the ability to shape its body. That doesn't bode well, but where did it get this power?" Celestia pondered this and turned the page to continue just as the sound of a hoof on glass sounded behind her. She sighed closing the book and turning to Luna. "You don't have to knock to enter my room Luna."<p>

"Apologies, but I had to make sure you were awake," Luna spoke excitedly, "I just made a remarkable discovery, come come!" Luna made a hoof motion and moved to the balcony.

"What is it?" Celestia asked, but only got another gesture for an answer as Luna took flight. Celestia followed her younger sister to her room and walked inside to the latest addition. "Luna, is that…?"

"Yes, this is the painting that Twilight Sparkle wrote of. The one that once contained that beast."

"Carver, its name is Carver."

"Right right, but as you can see there is nothing outwardly remarkable about it." Luna planted her hooves and focused as her horn lit up. When she did so, the painting started shifting, the colors moving like liquid.

"A magical negative?"

"Yes! If I focus on the negative long enough," Luna's horn lit brighter as the painting finally settled, "we get that." Celestia blinked and stepped closer to the painting. The shape of ponies running for their lives had changed to that of bipedal creatures. Reading Twilight's description of the painting was one thing, but now that she saw it Celestia recognized the creatures.

"Luna, are those…?"

"I believe so," Luna said and released the magic, "unfortunately the negative only stays for a couple of minutes." Celestia nodded and moved closer to the painting. The basic build, the way they moved, everything that she could pin down rang true to what she remembered.

A race from before her and Luna ruled Equestria, from before Discord or the original three tribes. A race that only now exists in myth, legend, and the occasional foal storybook.

"This… complicates things a bit," Celestia finally said.

"Indeed, but I'm a little surprised that there exists something from that far back," Luna said and focused on the painting, "These… precursors I think they were called, they haven't been in Equestria for thousands of years."

"Longer actually. Now I'm really concerned if Twilight and Rainbow Dash have gotten involved with this race."

"I hate to say it, but I'm getting curious about all of this. If Twilight Sparkle and Rainbow Dash are going to need help surviving this then they'll need all the help they can get. As soon as the dawn comes I plan on investigating this 'Carver' for myself." Celestia turned to her younger sister with a look of seriousness.

"Are you certain about this?" she asked. Luna nodded solemnly and leaned closer to the painting.

"I feel there's more going on than meets the eye. I will of course keep you informed of my findings." Luna then pointed at a part of the painting and said, "Why is this one more detailed than the others?"

"Is it? It's hard to tell," Celestia said inspecting the area Luna was pointing to. Unfortunately the magic negative gave out and the painting started shifting again. "That's unfortunate, I will have to give this further attention later. Morning is coming and I must prepare for the coming day. There's also the matter of the theft to look into."

Luna nodded and said, "I understand. I will keep you informed as I said and you only need ask for my assistance. Would it be alright if I examined the journal some more?"

"Of course Luna, I marked as far as I have gotten. The more I read, the more I fear for Twilight's safety." Celestia opened the window and lit her horn to begin the process of raising the sun. Luna looked to examine the painting while her sister was doing this and found an interesting contradiction. Most of the figures had transmorphed into ponies, save for the center which was blank and that one that had caught her eye which was nowhere to be found. Beams of sunlight streamed into the room and Luna covered the painting with a cloth in case it was sensitive to light. You can never be too careful.

"I must get ready for the day Luna, so I must bid you a good morning," Celestia said and few out of the window with a flap of her white wings.

"Good morning to you too," Luna whispered to the window before turning to her messy work station and started cleaning up. Broken quills, used inkwells, countless papers with jotted notes and equations, and an old abacus floated into their rightful spots. After a quick inspection of the rest of her room, Luna walked to the window to watch the sunrise for a moment and to take a breath of early morning air. She stretched her wings and leaped out of the window, pausing for a moment to close the window before flying to Celestia's bedroom.

Just as her sister promised, there lay Twilight's journal on a cushion in the middle of the room. Celestia was nowhere in the room so Luna walked in, sat on a cushion, and continued reading. The minutes passed as Luna took in the words, reading to the bookmark before turning to the first page and rereading everything in one sitting. 'Carver' was definitely an interesting beast: harmed or at the very least deterred by positive emotions, shape shifting, relentless, brutal.

The more Luna learned of it, the more curious she grew about it. She reached the bookmark again and glanced at the next page out of curiosity.

* * *

><p><em>Carver's latest show of ability has a frightening precedent. For the time being, I'll have to cease writing until we can figure out some kind of countermeasure in case Carver figures out how to fly with little strain. I'm running out of writing supplies anyway.<em>

* * *

><p>'<em>I wish we had more to go on,'<em> Luna thought and quickly flipped through some of the other pages of the book, not bothering to read them. _'We might miss something if we just skip ahead, and I am not putting anypony's lives on the line due to impatience.'_ Luna closed the book and set it aside on another cushion before laying her head in her forelegs and closing her eyes in thought. Throughout all she knew so far, one thing stuck out among them: from the bits and pieces Twilight provided it seemed as though Carver started out knowing little more than base predatory instincts and a nursery rhyme. After it possessed Pinkie, it became slightly more cunning in its plans and tactics.

"It could also mimic her to a near perfect degree," Luna thought out loud, "what if it can learn through this crude possession? That would explain the mimicry and possibly the wings as well. If that's the case…" Luna opened her eyes, stood up and, after a quick stretch, walked outside on the balcony.

"A mystery's solution starts at the beginning," Luna said and stared at the distant town of Ponyville. She unfurled her wings and took off to the village.

* * *

><p>Celestia entered her throne room and made her way to the throne, the two guards positioned on either side of the throne silently watched her the whole way.<p>

"Good morning," she said to both of them and sat down on the throne, "did anything come up during the night that requires my attention?"

"No your highness," the guard on the right said and looked down at a scroll he took out from his armor, "we do have a long list of requests for you however."

"Alright, please send the first one in." The guard nodded at Celestia's request and motioned for the doors to open. Throughout the coming day and all the requests she would have to pass judgment on, Celestia's thoughts would drift back to Twilight and the journal. But she knew there was a time and a place for such a thing, so for now Celestia would push those thoughts away until the day ended.

* * *

><p>Luna arrived in the skies above Ponyville and scanned the scenery for a certain bakery. She found it in no time and landed in front of it. The sudden appearance of the princess of the night definitely drew attention from the townsponies, though Luna paid them no mind and entered Sugarcube Corner.<p>

The inside of the bakery was as busy as a weekend should be but the second Luna walked in everypony screeched to a halt. Luna waved at the ponies and walked up to the counter which was manned by a young pegasus who barely managed to look over the counter.

"Welcome to Sugarcube Corner," he said excitedly and started pulling himself up to look over the counter, "how can I he- PRINCESS LUNA?!"

"What?!" a male voice called out from the kitchen and an orange earth pony quickly stumbled out to see Luna. Luna remembered the pony as 'Mr. Cake', she thought his name was. "Princess Luna! W-what can we do for you?" he managed to stutter out.

Luna coughed into her hoof before speaking, "We wish to speak with the pony known as Pinkie Pie… and place a requisition for a treat of some kind." Both Mr. Cake and Pound Cake blinked a couple of times at Luna's request.

"You're looking for Aunt Pinkie?" Pound Cake asked, "I… can't help you there, but what kind of treat would you like?"

"Any kind of tart would be fine, but our visit is mostly for Pinkie. Can we see her?" The father son pair shared a look and Mr. Cake walked into the kitchen.

"Your tart will be ready soon, but as for Aunt Pinkie… I'm sorry your highness but that's not possible," Pound Cake said apologetically. Luna sighed softly and looked the colt in the eye.

"We are fully aware of Pinkie Pie's condition. She has been under a lot of stress lately, but we are sure we can help her through it. All we require is to see her."

"I really am sorry, but-"

"What's going on out here dear?" a blue mare asked walking out of the kitchen, her eyes widening at the sight of Luna. "My goodness, Princess Luna actually _is_ here?!"

'_This must be Mrs. Cake,'_ Luna thought.

"Yes Mom, and she wants to see Aunt Pinkie," Pound Cake told his mother.

"Oh, I see," Mrs. Cake said and looked at Luna, "I really am sorry, but it's impossible to see Pinkie right now."

"Exactly how? Is she asleep right now?" Luna asked.

"Well, no. She's…" Mrs. Cake trailed off, so Pound Cake finished for her.

"She's not here." Luna stared at the two of them without a trace of emotion on her face, which was starting to make them very nervous.

"…We beg your pardon?" Luna finally asked in a near whisper. That was enough to cause them to nervously flinch.

"Pinkie Pie hasn't been here for a couple of years now," Mrs. Cake said getting more quiet as she went.

To Luna's credit, she took this new information relatively well.

"WHAT DO YOU _MEAN_ SHE HASN'T BEEN HERE FOR A COUPLE OF YEARS?!" Luna shouted with the Royal Canterlot Voice. "WE ARE IN THE MIDDLE OF A SERIOUS SITUATION THAT SHE MAY BE THE ONLY MEANS OF HELPING! WHERE HAS SHE GONE?!"

"What?" Mrs. Cake asked rubbing her ears.

"We don't know where she went," Pound cake said while also rubbing his ears, "She just left one day. She sends a letter every week, but that's the only thing we've heard from her." Luna sighed again and rubbed her forehead.

"We apologize for our outburst, this is a very serious situation we have found ourselves in," she said. Mr. Cake took this moment to enter the room and set a bag on the counter.

"H- here's your fruit tart, your highness," he nervously said. Luna levitated the bag under her wing with a nod.

"We thank you and will pay at a later date, if it is suitable."

"Don't worry about it! Consider it a gift your highness!"

"While we thank you, we will still send payment. We wish you a pleasant day." Luna nodded to the three Cakes and walked out of Sugarcube Corner with a solemn look.

"Uh, are you ok honeybun?" Mr. Cake asked his wife.

"What?"

* * *

><p>Unfortunately, much to Luna's frustration, the story was much the same with the other Elements. Rarity's younger sister had said that Rarity had packed a saddlebag of clothes one day and left with her friends, Fluttershy had left a kindly worded note on her door, and Applejack's family said much the same thing as Sweetie Belle.<p>

"*sigh* We thank you for the information," Luna told Applebloom.

"Ah'm sorry ah couldn't help anymore. If ya do find Sis, can ya tell her we're all worried about her?" Applebloom asked and subconsciously adjusted the green bandana around her neck.

"We intend to do just that." Luna took off with a couple beats of her wings and flew back to Ponyville. _'What is going on? First Twilight Sparkle and Rainbow Dash leave because of Carver, and now the rest of the Elements follow suit? Why would they do this without informing my sister or I? Unless they severely underestimated the situation and thought it not necessary.'_ Luna shook her head as she landed just outside of the library Twilight used to call home and knocked on the door.

'_One way or another, I intend to find answers.'_

* * *

><p>"Is that the last visitor for today?" Celestia asked as a unicorn left the throne room quietly shutting the doors.<p>

"Yes, your highness, unless there's an unexpected visit," the guard holding the list said. Celestia risked a glance out the window and saw the sun approaching the horizon and estimated it would be a couple more hours until it was time to lower the sun fully.

"In that case, I will retire to my quarters. If anything comes up don't hesitate to inform me." Celestia stood from the throne and watched as a couple guards appeared to escort her to her room. As she walked through the pristine walls of the castle, Celestia let her thoughts drift back to Twilight.

'_I wish I could do more for her than what I have been doing, but rushing blindly into a situation is unwise. I need as much information as I can get,'_ she thought with a soft sigh. Just then a familiar feeling of magic filled the air and a wisp of smoke coalesced in front of her into a scroll. Celestia caught the scroll and saw that the seal on it was Luna's. Celestia decided to wait on opening it until she was in her room.

After some minutes of walking, Celestia reached the golden doors to her room and entered it as her escort took position on either side of the doors. Celestia didn't waste time in opening the scroll and reading it.

* * *

><p>'<em>Tia,<em>

_I apologize that I couldn't be back before sundown, but my investigation revealed something disturbing. The remaining Elements of Harmony have also left Ponyville some years ago. I have been unable to discern where they went, although I feel they went in search of Twilight Sparkle and Rainbow Dash._

_I should be back just after dusk, so proceed with setting the sun as normal. I shall continue my investigation tomorrow._

_Luna_

* * *

><p>Celestia nodded and floated the note alongside her until she reached the desk she used for paperwork and set it aside. There was quite a bit today so Celestia went through it with the kind of practice a thousand years could give. Taxes, building and land permits, reports of monster sightings, and several other documents floated past Celestia's eyes, stopping only for the short time it took for her to set the sun and watch Luna's moon rise over the horizon.<p>

About half an hour and one last piece of paperwork and Celestia was done. She set them aside for later and started to magically remove her regalia while keeping an eye on the journal. Once all of the jewelry was off walked to the cushions and settled into them. She picked up the journal with her magic and, after a quick recap of events, opened the book to the bookmark and continued reading.


	15. Mindscapes

"Rainbow Dash, wake up." The pegasus stirred a little and waved a hoof.

"Not now Twi, I'm sleeping," Rainbow said and curled up into a tighter ball.

"Rainbow seriously, you need to get up. We need to talk!" Twilight pushed both verbally and physically.

"In the morning."

"Twilight, allow me," a rougher voice said and a second later Rainbow got kicked in the gut followed by the voice yelling, "Get up you rotter!"

"Argh, what the hay?!"

"Cheshire, why did you do that, and what the hay is a rotter?" Twilight asked angrily.

"There are far more important things to worry about Twilight. Once your friend is up get over here, we really need to talk." Rainbow held her stomach and felt Twilight's hoof lift her up.

"Sorry about that Rainbow, she isn't normally this impatient," Twilight said.

"Who isn't norma- where in Equestria are we?" Rainbow asked looking around the black void she and Twilight found themselves in, "And who were you talking too?"

"Both very good questions, and ones I hope we get answers to." Twilight motioned her head to a lightly lit area silhouetting a pony and led Rainbow to it. The closer Rainbow got the clearer the other pony became, coat and mane colors becoming clearer until Rainbow saw she was standing next to two Twilights. The one sitting down looked at her and the other Twilight, bright orange eyes boring into her until she smiled a wide, psychotic smile.

"Oh no."

"Indeed. Sorry about kicking you, but time is running short like a lot of things nowadays," the smiling Twilight said and turned fully to the pair. The Twilight next to Rainbow cleared her throat to get both of their attention.

"Rainbow, this is Cheshire. She lives here, wherever 'here' is," Twilight explained.

"Aw, and you had it right the first time you guessed."

"You've been here before?" Rainbow asked Twilight.

"Well yes, but what do you mean guessed?"

"You said it yourself: 'please tell me my mind isn't this chaotic.' Both you and Rainbow Dash are sleeping in the real world, with this being just a… representation of your subconscious Twilight."

"Wait, we're dreaming now?" Rainbow asked looking around uneasily.

"For lack of a better term yes, but when you wake you'll remember this fully. Now sit down if you'll please, we have much to discuss." Cheshire proceeded to grin widely until both Rainbow and Twilight sat down, both variably uncomfortable with Cheshire. Once they were more or less comfortable Cheshire spoke with, "Now then, why don't you start with the most pressing question?"

"What are you and how can we trust you?" Twilight said without pause, letting some small satisfaction slip through when Cheshire's grin dropped slightly. Obviously she hadn't been expecting that question, though she soon straightened her demeanor.

"I'm hurt that you still don't trust me fully Twilight, considering I'm you." This time Twilight was surprised and looked into Cheshire's orange eyes for a moment before turning to Rainbow Dash.

"She's you?" Rainbow asked and scratched her head, "what's that supposed to mean?"

"It's exactly what it sounds like: I'm a part of Twilight, ever changing to fit with her equally changing mindset. A Shadow, if you will."

"Shadow? What the hay does that even mean?!"

"Wait, there was something about that in that psychology book I read back in Manehattan," Twilight said tapping her chin in thought, "a Shadow is either the subconscious mind of a pony, or specific parts of the subconscious mind. Are you saying that you're all the aspects of my personality I'm ashamed of?"

"I wouldn't say ashamed, more like the ones you don't show often. Extreme obsessive compulsion, intense anger, desires to be alone, things like that." Cheshire grinned widely when Rainbow Dash rubbed her mane furiously before continuing with, "either way, you can trust me because I'm in as much danger as either of you. I'd benefit greatly from you surviving this ordeal."

"You've been a part of me for a long time right?" Twilight asked and waited for Cheshire to nod before continuing. "If that's the case, why reveal yourself to us now if you've been quiet all this time?"

"My main job is to make sure you stay mentally healthy, an admittedly simple task most of the time, but things do change. When Carver showed itself, I was more or less forced into a more active role. Fear _is_ a mind killer after all."

"I'm so confused," Rainbow commented.

"Maybe I'll explain in greater detail some other time, so let's leave that issue on the wayside and move to the next one."

"Yes, let's continue with Carver itself," Twilight said, "what exactly is it." Cheshire rubbed her mane a little before sighing.

"I don't know." As Cheshire continued a panel floated next to her showing a picture of Carver, "this thing defies any kind of reasoning or logic. Everything we've encountered before- Nightmare Moon, Discord, Changelings, everything in the Everfree forest- hell even some of the unfathomable horrors in the oceans have some kind of reason to exist. They have a purpose of some kind, and yet this seems to exist only to instill fear in its targets."

"Horrors in the oceans?" Rainbow Dash managed to ask.

"Yes, we know more about space than we do about the oceans. Remember the seapony?" Cheshire waved the panel away and looked at the pair, "but back on topic, how do we stop it?"

"Isn't that your job?"

"It's all of our jobs Rainbow," Twilight said, "but what we need right now is a clue of some kind. Everything starts somewhere, even Carver."

"There's also one more thing," Cheshire said standing up and pacing a little, "It's shown several times that it likes to taunt us with how easy it could be to get us. This is as much a mental battle as a physical one you two; fear is a mind killer after all… to wrangle the words of a certain somepony."

"What are you saying, that we shouldn't be afraid of this thing?" Rainbow asked.

"I'm saying don't let fear overcome your reason. When you're blind with panic and fear, you can't make rational decisions which could prove to be deadly." Cheshire glanced at the panels momentarily and sighed, "It would seem as though our time is up. I would advise continuing with your course of action for now. Try and find something to expose even the tiniest sliver of Carver's true nature and we may just come out of this alive. 'Till we meet again."

Neither Twilight nor Rainbow had a chance to say anything before they found themselves 'falling' through the darkness until they landed with a start on the cloud they had fell asleep on the previous night. They laid there for half a minute before Rainbow broke the silence.

"Did that really happen?"

"Yes," Twilight answered.

"…I do not like that other you very much."

"Neither do I."

* * *

><p>Twilight and Rainbow Dash were on the road again, but unfortunately it was one of those incredibly uncomfortable walks where neither of them wanted to talk to each other. Rainbow Dash soon broke the silence.<p>

"So, uh…"

"I don't want to talk about it right now Rainbow," Twilight said with a sigh, "I'm so sick of all this happening, with the horrible creatures and alternate personalities. Promise me you won't introduce me to any of yours in the future, please Rainbow."

"Well, if I ever get incredibly stressed out to the point that I try to hypnotize a whole town with a doll and develop a split personality, you'll be the first one to know," Rainbow replied with a smile.

"I thought we were past that Rainbow."

"I'll be past it when it stops being funny." Twilight licked her lips in thought before smiling at Rainbow.

"I thought your little freak out during the Best Young Fliers competition was pretty funny in hindsight."

"…I don't like this conversation anymore."

"Oh don't be a poor sport Rainbow, we need some laughs after everything that's happened."

"I was really freaking out at the time Twilight. Sure we can consider them small potatoes now, but it was rough at the time." Twilight didn't answer for a while and when Rainbow turned to look she saw Twilight's eyes were ever so slightly watery.

"I wish we could go back to those days, where all we had to worry about on daily basis was Pinkie's next party and learning a friendship lesson at some point," Twilight said as some tears slipped by, "Then that stupid magic wave happened and everything just fell apart."

"Hey hey, don't say things like that. It's not all that bad," Rainbow said and placed a hoof on Twilight's shoulder.

"How?"

The million bit question. Rainbow didn't answer immediately as she thought it over before silently admitting, yes it was pretty bad.

"Well," Rainbow started, "we're still alive right now, and I'm sure the others are rooting for us even if they don't know the exact reasons." Rainbow then flew in front of Twilight and said, "And you got me, and I'll stay with you for as long as this takes."

"But how long _will_ it take?" Twilight asked and sat down on the side of the road. Rainbow landed next to Twilight and, after a minute of letting Twilight cry her frustrations a little, carefully placed a hoof on her shoulder.

"You want a hug?" Twilight nodded after a second and moved to hug her pegasus friend. The two held the gesture for a good few minutes with Rainbow stroking Twilight's back.

"I'm sorry Rainbow Dash, I just…"

"Needed to vent right? If what that other you said is true, then it's probably really important to do that now."

"I guess. Thanks Rainbow Da-" Twilight was interrupted by her stomach growling loudly. She quickly pulled away and rubbed her leg with an embarrassed laugh. "I guess it's time for lunch huh?" Rainbow was about to answer when her own stomach growled.

"Yeah, I guess it is. When was the last time we ate?"

"Two days ago I guess," Twilight answered as slipped her saddlebags off her back and started to search through them. "We're going to have to stock up again soon, but until we have plenty of alfalfa."

"Guess we'll have to worry about money soon too," Rainbow commented and set her own bags on the ground. "Want some peanut butter?"

"I'd like that, thank you."


	16. The lies we tell

"You're right, peanut butter makes this taste a whole lot better," Rainbow said and swallowed another bit of alfalfa.

"I told you," Twilight said spreading a bit of peanut butter on her alfalfa and looking over her journal. After a moment she hummed and levitated out a quill and inkwell.

"You still have some of that stuff?" Rainbow asked.

"I'm running out, but it should be enough for a couple more notes. I wonder if I should mention Cheshire."

"I don't think that would be a good idea. Imagine what some random pony would think if they read something like that."

"I guess you're right. She also seems to prefer being out of sight and out of mind."

"I guess. Are you going to eat that?"

"Wha- is that all you've been paying attention too?!"

"I've been hungry, and it's not like there's anything else to do. Where are we going anyway?" Twilight was quiet for a moment before smiling sheepishly and rubbing her neck.

"We'll find out when we get there?" Rainbow stared at Twilight flatly until the latter sighed. "I'm sorry Rainbow, I'm not even really sure where we are in relation to Manehattan."

"So, we don't know where we're going, but wherever we are going it will take us away from ugly. Good enough for me, we've been pretty much winging it this whole time anyway."

"I wish that wasn't the case. Any kind of a plan to work towards would be nice."

"We can figure something out. So are you going to eat that?"

"I'll eat it on the way. Let's get moving Rainbow, it looks like it's going to be dark soon." Rainbow looked up as the sun was well on the way toward the horizon.

"Yeah, I guess so," Rainbow said standing up and stretching her wings. Twilight finished her can of alfalfa before joining Rainbow. "So, on to the next town?"

"Yes, wherever that is."

* * *

><p>"Are you ok Rainbow Dash? You've been watching those trees for the last day or so." Rainbow snapped out of the trance she had been in for the last hour or so, which were now a large mixture of reds and browns.<p>

"Have I?" Rainbow asked and shook her head, "Sorry something has just been bugging me about them. Do you mind if I…?"

"Sure, go sate your curiosity Rainbow." Rainbow nodded and flew up to the leaves on one of the trees. She inspected and played around with some of them before flying to another tree and doing the same thing. Twilight sat down and took turns watching the road and Rainbow Dash. After a few minutes and about five more trees, Rainbow landed and walked to Twilight.

"I knew something was wrong. We may be in trouble Twilight," Rainbow said looking back at the trees.

"Why, what's wrong?"

"The leaves aren't in the right stage. They're much later into autumn then they should be."

"Is that a problem?"

"Well… nah, it's probably nothing. It's probably just my paranoia getting to me." Rainbow started trotting down the road, though Twilight gave her a curious look to her and the trees before trotting after her. Whatever Rainbow was curious about, she didn't mention it for the rest of the walk.

* * *

><p>The pair made it to the next town two hours later. It was a fairly small village, only slightly smaller than Ponyville, and Twilight could tell by the nearby marketplace that they had probably gotten there during the dinner rush. She pointed to a nearby bench and Rainbow nodded and flew over to claim it. Twilight levitated a map out of her saddlebag and trotted over to the bench.<p>

"So, where are we exactly?" Rainbow asked when Twilight sat on the bench. The unicorn opened the map and traced a hoof across it, from Ponyville along their path until it stopped at Manehattan.

"Do you remember which way we left Manehattan?" Twilight asked and looked at Rainbow.

"Uh…" the pegasus shut her eyes and rubbed her mane, "after I caught you I flew with the moon to my right for about an hour before we stopped to sleep. When we woke up I… think we walked west?" Twilight traced a hoof according to Rainbow's directions and landed on a marking representing a village. Unfortunately it seems the mapmaker didn't think it was worth writing a name down on this map.

"I think we're here," Twilight said showing Rainbow the map, "and assuming Carver has been following the same rough path as us, then we would be safest leaving here west. There's a road that goes west-northwest up to Stalliongrad and-"

"No, bad idea," Rainbow interrupted, "we shouldn't go to Stalliongrad at this time of year."

"Why?"

"Winter. If I was right about those trees earlier, then Stalliongrad should be starting winter preparations now."

"Do they get bad? I mean, Ponyville winters can get cold, but-"

"Listen Twilight, I'm an awesome flier as you know, but my job is still being a weather pony. About two miles south of Stalliongrad is a danger line in winter and I want to be as far away from there as possible." Twilight gave the map a once over and looked back at Rainbow Dash.

"Are you certain?" she asked, to which the pegasus nodded. "Alright then, we'll plan our route once we leave here." Twilight rolled up the map and placed it to the side as she placed her bags in front of her, "For right now, let's see what we need and do some shopping."

"Yeah, and maybe we can get some sweets?" Rainbow asked placing her own bag next to Twilight's, "Alfalfa gets stale after a while."

After a few minutes of comparing bits and debating, they agreed that Rainbow would get a couple of sweets and a newspaper if she could afford it while Twilight would focus on essential foods and more writing materials. The pair agreed to meet back at this bench and went their separate ways.

The marketplace was just as busy during this time of day as Ponyville's market was. Ponies rushed from stall to stall while vendors tried to outshout their competitors. Twilight did her best to block out most of the noise as she walked around resupplying.

"_What does that mean?"_

She soon got additional help from the voice in her head.

'_What does what mean?'_ she thought back.

"_Sweet Luna! I didn't think that was open."_ Twilight started to picture her alter ego lying in the middle of a mess of images, which she was most likely doing.

'_I apologize for interrupting you if it was something important.'_ Twilight walked up to a fruit vendor and started some light bartering while Cheshire sighed.

"_No, it wasn't anything all that important. I'm just musing on something about Carver is all."_ Twilight payed for her produce and walked back into the crowd while Cheshire continued. _"After all this time, it has demonstrated superb intellect, yet it's only talked once."_

'_That's what you're hung up on today, that it can talk?'_

"_More like what it said and how it said it. It sounded like a rhyme made to warn foals of a danger the never knew about."_ Cheshire chuckled darkly and said, _"Like that story of the slender pony your brother told you when you were 8."_

'_Don't even joke about that! I had nightmares for a month after that.'_ Twilight sighed and thought, _'So, how did that rhyme go? I was too busy running at the time to pay attention.'_

"_I'll have to dig up the memory. I'll leave you to your shopping while I do that."_ Cheshire closed the link between her and Twilight, which resulted in Twilight getting a sharp pain not dissimilar to an ice cream headache. Twilight shook the pain away and focused on finishing her shopping.

* * *

><p>Twilight wasn't all that surprised to find Rainbow had beaten her to the bench, and apparently with enough time to be half done with a lollipop.<p>

"I take it you found your sweets well enough?" Twilight asked with just a hint of sarcasm.

"Mhmm, and don't worry, I got one for you too," Rainbow said and pointed to a newspaper on her bags, "newspaper too, and with plenty of bits leftover."

"That's good." Twilight grabbed the paper magically and sat on the bench to read it. "Anything else of note happen?"

"Nah, this town's pretty quiet. I did see that hunter pony from a few months back though."

"Really, what was he doing?"

"Mulling over pears like they were gems. The dude's a bit of a weirdo. So how did your side of things go?"

"Well enough. I'll be sure to split what I got with you before we go." Twilight flipped a page and was surprised at some familiar words. "Ponyville just had its Running of the Leaves."

"Yep. Applejack must be so mad at me right now, since I promised I'd run it with her again this year." Twilight heard the sadness in Rainbow's voice and agreed with the sentiments.

"I wish I could have been there too. It was so much fun the first time I ran it, even if you and Applejack were busy sabotaging each other." Twilight quickly scanned the rest of the paper and asked, "Are you done with this?"

"Yeah, the only thing I was interested in was the running."

"I think I'll save the crossword for later." Twilight carefully ripped it out and placed it in one of her bags. When she saw to disposing the rest of it properly, she began sorting through her purchases, splitting them with Rainbow and taking a lollipop for herself. Rainbow quickly finished her candy and threw the stick away as Twilight placed her bags on her.

"So, where we going?" Rainbow asked.

"We leave heading west. After that, we'll figure something out." Rainbow nodded and took off in a hover, where she stayed as she followed the unicorn out of town.

* * *

><p>"Um, are you sure it'll be alright if we bother Spike about this?" Fluttershy asked.<p>

"Of course it will be," Rarity answered and knocked at the library door, "Twilight and Rainbow have been gone for far too long. I'm certain Spike can get in touch with them."

"Well, I suppose so, but-" Fluttershy was cut off when the door opened. She hid behind Rarity slightly as Spike peeked out of the door.

"Oh, hi Rarity, Fluttershy. Um… how can I help you?" Spike scratched the side of his head and opened the door to let the two ponies in.

"Oh, it's nothing serious. I just had a question for you, if you don't mind indulging me," Rarity said and fluffed her mane slightly.

"Um, ok. What did you want to ask?"

"I was just wondering about Twilight and Rainbow." Spike's nervous face immediately fell into a stoic one when he realized where this was going, and Rarity noticed this. "Would you happen to know when they would get back?"

"They should be back in a month."

"So… you can get in contact with them?" Fluttershy asked and smiled hopefully, "Can you tell us if they're doing alright."

"I'm sorry, I'm only telling you what I already know. I don't even know if I can send a letter to them in time for them to get it."

"So you _don't_ have a way to contact them?" Rarity asked.

"Rarity, if I could get in contact with them, you know that I would. But don't worry, when they do send a letter you will be the first to know."

"But why would they leave town to find herbs?" Fluttershy asked, "I'm sure I could lead them to some herb patches if they asked."

"She told me it was a really rare. I'm sorry, but I have some really important things to do for Twilight while she's gone." Spike pointed back at a rather large pile of books.

"Oh, of course dear. And if you ever need help, you know we are all here for you," Rarity said placing a hoof on Spike's shoulder.

"Thanks Rarity, I'll remember that." Spike patted Rarity's hoof a couple of times and smiled at the white unicorn.

"Oh Spike," Fluttershy spoke up and scrapped a hoof when Spike looked at her, "can I… check out some books?"

"Huh? Oh sure, just go choose what you want and I'll check them out." Fluttershy gave a small nod and trotted over to a bookcase.

"I'm going to go see if anything catches my fancy as well. Thank you for indulging my questions Spikey." Spike blushed and chuckled embarrassedly as Rarity trotted over to Fluttershy. "I hate to think it Fluttershy, but I think Spike is lying to us."

"Um, maybe you're overreacting just a teensy little bit Rarity?" Fluttershy quietly asked looking back at Spike, "Why would Spike lie about something like this?"

"I… you're right Fluttershy. I guess I'm just really worried about them." Rarity took a deep breath and started looking at the bookshelf as well. After a few quiet minutes of browsing they both had found something and had Spike check them out.

"Alright, they're both due back in a week," Spike said closing the registry. "I hope you like those, I heard that they're pretty good."

"Oh, I will," Fluttershy said and walked out after saying her goodbyes.

"I'll tell you what I think. I will see you soon Spike, and please let us know if you hear anything from Twilight or Rainbow."

"I will, don't worry." Spike, like a true gentleman, led Rarity to the door and saw her off. He waited until she was a good distance away before shutting the door and letting out a held breath. "Ok, that was way too close." Spike looked around the library floor and he could have sworn he saw Twilight a couple of times reading a book.

"Twilight, you know I trust you to take care of yourself out there, but the others are starting to ask questions. I don't know what I'm supposed to do." Spike sighed and decided to clean the bedroom, which he knew was pointless since it was cleaned earlier that day. Still he walked up the stairs and into the bedroom only to stop when he saw Twilight's research desk. There were still a neat pile of scrolls along with the standard writing tools.

"Oh, they're going to kill me if they find out about this," Spike said and walked to the desk.

* * *

><p>"We're not exactly rolling in bits are we?" Rainbow asked staring at their slowly diminishing pile of bits.<p>

"Unfortunately not," Twilight replied and started levitating the bits into separate piles. While she did that she happened upon something that was most definitely _not_ a bit and levitated it into view. "What is this?"

"That's mine!" Rainbow shouted and snatched it from Twilight's magic field, "I forgot I put that in there."

"What is it?" Twilight asked again trying to get a look.

"It's nothing Twi." Rainbow moved whatever it was into her saddlebag, "It's just a trinket I didn't want to leave behind. So how much bits do we have?"

"Um, hold on." Twilight continued counting the bits until they were in organized piles. "We have 85 bits. That _might_ be enough to live off of for a while, though we may have to find a way to make some more bits soon." Twilight then split the money as evenly as she could and gave Rainbow forty of the bits and kept the rest for herself.

"I guess we can do some kind of part time job in the next town we go to. Where _are_ we going anyway?"

"I don't know yet. For now, let's focus on setting up a place to sleep for tonight."

"Ha, no worries, just leave that to me!" Rainbow pounded a hoof to her chest and took off to the skies. Twilight looked at Rainbow's saddlebags for a moment and argued with her thoughts over whether or not to snoop in her bags. Her reasoning won out though and she left the bags be, instead pulling out her journal as well as a quill and ink well.

"I better get caught up on this while Rainbow sets up," she whispered to herself and opened the journal to the last written page. "I have a lot to catch up on." With that last thought she took the quill, dunk it in the ink well, and started writing.


	17. unexpected reunions

_Strangely enough, winter was a really quiet time for us. We couldn't really go anywhere because of how cold it got in some areas, but surprisingly Carver never showed up. Maybe Rainbow was right and it's either less active or inactive during winter months. I guess that's something else to look into about it._

_Now that I think about it, Carver has only been showing up every other day now. Given that it's shown significant planning skills in the past, I'm really worried about what he could be doing._

_It's the middle of spring now, and I found out only a few hours ago that we are unfortunately heading for the one city I never wanted to go to so soon._

* * *

><p>Another day, another long road in the middle of a field. Of course Twilight didn't have much objection to it though; it was open enough to see around her and Rainbow could fly to her heart's content while keeping Twilight in sight. Twilight spent most of this walk making additions and corrections to her journal with the occasional glance up at Rainbow and the road. During one of these glances Twilight saw Rainbow rapidly diving to meet her.<p>

"Hey Twilight, can I ask you something?" Rainbow asked in that tone of voice she used when trying to hide something awkward.

"Of course, what is it?" Twilight asked stowing her journal in her bags.

"Well, was there anywhere in particular that you wanted to avoid while we were doing this 'adventure'?" Twilight pushed down the complaint when Rainbow used air quotes and thought the question over.

"Ponyville definitely, and Canterlot maybe. Why?"

Rainbow rubbed the back of her neck nervously and said, "I thought so. You see that mountain right there?"

"Yeah, why do you- oh no," Twilight stopped once she recognized the peak, "please tell me that's not…"

"Yep, Canterlot is right on the other side. That makes it the closest city to where we are, which means we're going to have to go there to restock."

"What, don't tell me we're almost out of food already!" Twilight shouted and started going through her bags.

"Well I don't know about you, but I'm running a little low. Plus this thing's getting real dirty." Rainbow lifted up a corner her cloak and sniffed it, "And it smells too." Twilight cocked an eyebrow at Rainbow and sniffed her own cloak.

"Ugh, you're right. I thought we washed these recently."

"Maybe you did. These are gonna get dirty anyway, so why bother?"

"Ignoring the implications about your personal hygiene Rainbow, I'm still hesitant to go there. Let's do an inventory check to be sure."

"Again? But we did one yesterday! We were running low then and we're worse off now." Rainbow flew into a hover in front of Twilight and said, "I don't get why you don't want to go there. As long as we avoid the castle and any guards, we should be fine right?"

"It's more complicated than that, but on the basest level you're right. I just…" Rainbow landed next to Twilight with a small smirk.

"Did you want to do the check for fun?" she asked.

"I have to do something to keep my mind focused Rainbow Dash!" Rainbow rolled her eyes and bumped Twilight.

"Alright, let's do it if it gets us to Canterlot and food faster."

"Thank you Rainbow."

* * *

><p>Twilight, as usual, was the one to do food shopping while Rainbow Dash stood guard outside the store. Dash couldn't really do much during that time other than fiddle with the hood over her head and watching the passing ponies, with more than a few patrols of royal guards among them.<p>

'_There are a lot of guards around right now. Wonder what's going on,'_ Rainbow thought once the latest patrol passed her. She quickly peeked inside the store, seeing Twilight still looking around, and decided she could waste a few minutes figuring out what's going on. She looked around and saw one particular pony stand out from the crowd and trotted over to her.

"Hey, what's the deal with the guards?"

"Ah, street rat! The mare shouted and backed away from a confused Rainbow Dash.

"What?"

"I don't care what tactics you're using, you won't get a bit out of me you hoodie scum!"

"Wha- lady, we're in the middle of a public square with at least a few dozen ponies watching us. I wouldn't be able to take your money even if I wanted to, now what's with all the guards!"

"I'll give you twenty bits, just don't knife me!" Rainbow stared at the mare before facehoofing in exasperation.

"Even if I knew what that meant, I wouldn't do that anyway. I just want to know what all the guards are here for and you looked like the one to ask." The mare looked Rainbow over a couple of times before turning her nose up.

"Even if I did know, information isn't cheap. You need to give something to get something."

"Oh yeah, like what?"

"I'm a model, so I have to keep an ear on the fashion scene, and that cloak of yours looks professional. Where did you get it?"

"What, this thing? A friend in Ponyville made it for me." Rainbow held up a fold of the cloak and said, "I've been assured it looks better clean."

"I don't care about cleanliness, cloaks are supposed to be durable. How long have you had it?"

"I'unno, six months? It's definitely lived through a lot."

"So I see. I'll have to look into this later."

"Yeah whatever, now about those guards."

"Oh yes, them." The mare pointed at another patrol of guards and continued, "The grape vine says that a princess is in town, a Princess Mi Amore Cadenza from what I heard. It also says that a major event is being planned soon, though I don't know what."

"Never heard of her, is she important or something?"

"She's the princess of love. Hearts and Hooves Day is her patron holiday and couples ask her for successful marriages every day." Rainbow Dash answered with a blank stare, which seemed to irritate the unicorn. "She's Princess Celestia's niece!"

"…Like I said, never heard of her."

The unicorn huffed and said, "You really _are_ a ruffian," before trotting away from Rainbow Dash.

"Well your flank looks fat!" Rainbow yelled and walked back to the store to see Twilight waiting next to the door. Rainbow picked up the pace and said "Hey Twilight," when she approached the unicorn.

"Rainbow, what did I say about antagonizing the ponies here?" Twilight asked, "We're trying to keep a low profile remember?"

"Yeah I remember, but I was wondering about all the guards. Apparently some princess I never heard of is coming for a visit."

"Really, who is it?" Twilight asked leading Rainbow down the street.

"Mi Amore Cadenza or something like that. You ever heard of her?" Twilight shook her head and levitated a bit bag out of her saddlebags and into Rainbow's.

"I'm sorry, it doesn't ring a bell. Was there anything else that- what's going on over there?" Twilight increased her pace to a trot toward some form of parade. Rainbow took off to try and see over the crowd, an idea several other pegasi thought of.

"I can't really see much, just a bunch of guard ponies and a carriage," Rainbow said squinting at the procession, "Must be that princess or something."

"I suppose so, but how important is she that they need to dedicate a regiment of troops to protecting her?" Twilight asked.

"Well, she is Princess Celestia's niece. I'd say that's pretty important." Twilight froze at the voice and tried to convince herself that it wasn't who she thought it was. She saw Dash land next to her and look back at the speaker.

"I heard it was something like that," Dash said, "but I'm confused. I didn't think the princess had any family besides her sister."

"It's not quite a widely known fact. Nopony outside of Canterlot knows about her right now. So where are you from?"

"Lots of different places," Twilight said turning around to see one of the ponies she had hoped not to meet. From the look on his face, the guard captain hadn't expected her either. Twilight sighed and said, "Hi Shining Armor." Shining Armor stared for just a moment before smiling widely and grabbing Twilight into a tight hug.

"Twilight, is that you?!" he said as Twilight hugged him back, "I didn't expect to see you here. What brings you to Canterlot?"

"Um, we were just traveling. It's a really long story, boring really."

"Um hello, my name is Rainbow Dash," Rainbow said waving a hoof between the unicorns, "I'm also really lost on what's going on."

"Oh, sorry Rainbow," Twilight said sheepishly and gestured to Shining Armor, "this is Shining Armor. He's a captain in the royal guard and my older brother."

"You have a brother?"

"Shh. This is Rainbow Dash, one of my friends from Ponyville. We're kind of traveling around right now."

"Really, anything I should know about?" Shining Armor asked.

"No, it's nothing important. We were just about to leave actually."

"You're not going to stay to catch up? I'll be off duty in an hour or so, and I really have a lot to tell you."

"Hey Twilight," Rainbow interrupted putting a hoof in between the siblings, "can we talk for a moment?"

"W-what, why?" Twilight asked.

"Just come on!" Rainbow grabbed Twilight's hoof and dragged her away until Shining Armor was out of ear shot. "You do realize we have a few hours till night right? Let's stay and hear what he has to say."

"I know that, but I really don't see why-"

"That's your own fault. You never bothered to tell us you had a brother and now I want to hear that story."

"I never told you because you never asked and it wasn't important! If you had actually asked, it would be a different story."

"But you never indicated that you even _had_ a brother! This totally ruins the spread I had going."

"Spread?! What is that even supposed to mean?!"

Rainbow sighed and said, "It was just a small bet I had going with the other girls. You know, like who has siblings and who doesn't."

"I think there are more important things going on than a bet Dash!"

"Um, did I interrupt something between you two?" Shining Armor asked, startling the two mares, "because… you know."

"Oh no, it's nothing. Anyway, we can't stay for long but we can stay for a while. Where do you want to meet up?" Shining Armor thought for a moment and smiled.

"Do you remember the Hayworth Café downtown?" he asked, to which Twilight nodded, "great, meet me there in an hour or so and we can talk then. Trust me Twily, you'll love what I have for you." Shining Armor waved at the mares and trotted away. Twilight waved at her brother as Rainbow leaned to her.

"What do you think he means by that?" Rainbow asked.

"I don't know, but it has to be something important," Twilight replied and trotted down a street, "come on, let's see if we can get some lunch."

* * *

><p>It had been almost two hours now and Twilight and Rainbow had started making their way to the café they were meeting Shining Armor at. It would be a lie if they were to say they weren't nervous about the slowly setting sun, but it's definitely less than what is was before.<p>

"Do you think he'll show up?" Rainbow asked turning onto the street they needed.

"He's always been busy with guard work. It happens with captains," Twilight answered and sighed, "we'll just have to see."

"Do you not get along or something?"

"What, no! We got along great when we were young, we couldn't have possibly been closer. We just… grew apart I guess." Rainbow cringed a little at the sadness in Twilight's voice and bumped into her side.

"Hey, I didn't mean to bring up any bad memories for you. I just…"

"It's alright Rainbow. I just haven't thought about these kinds of things for a while." Twilight took a breath and continued, "It's good to get something like this out of in the open. Come on, let's get something to drink!" Twilight took off in a trot followed by Rainbow Dash. They only had to wait a few more minutes before Shining Armor showed up.

"Hey, sorry if I kept you waiting," he said sitting down at the table.

"You didn't, we just barely ordered our drinks. I didn't know what you wanted, so I didn't order."

"It's alright. So um… where do I start?"

"How old are you and are you single?" Rainbow suddenly asked with a large smile.

"Rainbow!" Twilight yelled planting her hooves on the table, "you don't ask things like that when you first meet my brother!"

"Why not, it seems like a good starting question."

"I'll tell you now that I reserve the right to beat you down if you try and hit on him again."

"Where does it say that? If you can point me to a rulebook, I'll be glad to read it."

"It's in the unwritten rulebook for siblings, which you're not privy to."

"Relax Twilight," Shining said waving Twilight down, who took a seat just as a waitress came by with her and Rainbow's drinks, "and to answer your question, I'm about 14 years older than Twilight and sorry, I'm already taken."

"There, now you…what?"

"That's kinda what I wanted to tell you. I've been really busy lately, so I couldn't send you a letter before and I really didn't want you to find out through an invitation."

"To what?" Rainbow asked before taking a drink of… whatever this was. Twilight ordered it and Rainbow didn't understand the name.

"To my wedding. I'm going to get married in a month."

Twilight stared blankly at Shining Armor, fairly certain her jaw was hanging open. After a couple seconds, she was brought back when Rainbow let out a breath and set her cup down.

"That was really good. Doesn't hold a candle to Sweet Apple cider though," Rainbow said happily before shutting Twilight's jaw. "Careful there, you'll catch flies."

"Weren't you listening?! He's getting married!" Twilight shouted at Rainbow and turned to Shining Armor, "to who? When? Why?"

"Calm down and I'll tell you," Shining Armor said, "It wasn't that long ago, maybe a month or two ago, and you know who I'm marrying."

"I do? But I don't…"

"I'm getting married to Cadence," Shining Armor answered for her with a large smile, "you remember her don't you?" Twilight's jaw nearly dropped again as she stared at her brother.

"You mean _that_ Cadence?! The Cadence that used to foalsit me all the time when I was little, and is also the most caring and loving pony I've ever known?"

"You have an old foalsitter that you've never talked about before too?" Rainbow asked giving Twilight an unamused look, "You forgot a lot about your life in Canterlot haven't you?"

"You never asked, and it's not like my old foalsitter is important anymore!"

"Are there any other lost family members you forgot to mention? Oh wait, maybe that character you played in the Hearth's Warming Eve pageant is actually you're distant ancestor!"

"Clover the Clever? Actually, I did get curious about my ancestry once and-"

"SHUT UP, I was being sarcastic!" Rainbow quickly drank down whatever remained of her drink before turning to Shining Armor. "So is this Cadence related to the Mi Amore Cadenza I've heard about?"

"Yeah, Mi Amore Cadenza is Cadence's real name," Shining answered.

"Did you know that?" Rainbow asked Twilight.

"No, I always knew her as Cadence," Twilight answered.

"And now your brother's going to marry her."

"Yes I am," Shining Armor answered with a nod.

"We're totally going to have to crash the wedding now, you know that right?"

"No, we are not doing that!" Twilight shouted at Rainbow, "Why would you even suggest doing that?!"

"Is this normal for you two?" Shining asked pointing a hoof between Twilight and Rainbow.

"This is the longest we've spent hanging out together, so maybe. She also doesn't really know how to think before she speaks."

"It's no trouble, really. I actually wanted to talk to you about coming to the wedding. Your tea's getting cold by the way." Twilight looked down at her until now forgotten cup of tea and took a drink as she waited for Shining Armor to continue. "I want you be my Best Mare."

Twilight gagged a little and performed a classic spit take at that. "R-really?!" She asked after she cleared her throat.

"Of course, I can't think of anyone else I'd rather have with me. What do you say?"

Twilight hesitated a little and looked over at Rainbow, the obvious question passing silently to her. Rainbow shrugged, the silent 'I don't know' that fit with this situation.

"Can… I think about it and get back to you tomorrow?" Twilight finally asked and looked at Shining Armor. "I really want to accept, but I've been really busy lately and I don't know if I could even make it." _'Plus I don't want to put you or anyone else in Carver's sights.'_

"I understand Twiley, the whole world seems to be busy nowadays," Shining replied, the slightest hint of melancholy not lost in his voice. "Well, I'm still living in the castle guard quarters when you make up you find out."

"Maybe you can meet us here again at noon?" Twilight offered, "I'm sure I'll find out before then."

"I think I can find the time." Shining Armor got up, walked over to Twilight, and pulled her into a hug. "I missed you a lot Twiley, it was good seeing you again."

"Same here," Twilight said giving her brother a squeeze before he let her go and walked away with a wave.

"We are going, right?" Rainbow asked.

"I really don't know. I think I'm going to have to talk to Cheshire later," Twilight answered. She levitated her cup and drank the rest of her tea before looking at Rainbow, "let's pay for our drinks and continue shopping. We still have so much to get."

* * *

><p>It had been stalking the two ponies for a long time. Once it was certain its prey wouldn't go anywhere during the winter, it had busied itself with plans as it hunted for secondary sustenance.<p>

And now once again night had fallen and it starred up at the shimmering lights of the mountain city its prey now rested. It started toward the lights when a scent stopped it.

* * *

><p>"And that's the situation we've found ourselves in," Twilight finished. Cheshire lay there listening to the whole story while watching a screen showing Twilight's memories of her brother. She didn't comment once during the whole story. "What do you think we should do?"<p>

"Can you remind me of something?" Cheshire asked and pointed a hoof at a screen with Cadence pushing a filly Twilight on a swing, "Cadence's special talent is love, right?"

"Um… yes if I recall correctly. She's able to sense love and can mend broken relationships if it's feasible."

"With that being the case and Cadence is in Canterlot for this wedding, I'd like to think that Canterlot is the safest place to be right now." Cheshire stood up and looked back at Twilight, "This may prove to be the perfect test to our theory about Carver. Weddings are very love filled events, so Carver may keep his distance if the theory is correct."

"So… we should stay?"

"You're the one in charge Twilight, not me. It's your choice." Twilight closed her eyes in thought and nodded.

"Alright, thanks Cheshire."

* * *

><p>It watched the two ponies as they spewed filth from their mouths. At least it thought it looked like ponies, but they smelled wrong somehow.<p>

"It's not much longer until we're ready," one of them said looking up at the city.

"I just hope nothing goes wrong," the other said, "any number of things could happen between now and the wedding. Let's go report to the queen."

It considered itself a very methodical being, but it allowed itself one specific fault when it comes to things like this: curiosity. Curiosity about the confecting scent, curiosity as to what they were planning to do with the city. Suddenly one of them turned in its direction; apparently hit had been musing a little too loudly.

"What is it?"

"I… thought I heard something. Let's go." The two ponies spread their wings and took flight toward the moon.

Then, just as quickly as a flash of pain, the answer to the question of the scent hit its brain. It was a scent from a long forgotten time. It was a scent of a being it loathed.

The scent of parasites.

* * *

><p>"So we're really going to this wedding?" Rainbow asked.<p>

"Yes, I fully intend to take Shining Armor up on his offer," Twilight answered with a nod. The two friends have gone in search of breakfast when Twilight broke the news to Rainbow. "After all, I wouldn't be able to forgive myself if I missed his wedding."

"I don't get the appeal of weddings. I mean, standing around for half an hour listening to two ponies talk about how much they love each other, I don't get the appeal."

"It's very obvious you're not a romantic Dash. It's not just that though." Twilight nervously rubbed a foreleg and looked around and said, "It's you know who too."

"Ugh, the thing is like a big leech that won't go away. I half expected him to be under us last night." Rainbow shivered a little and added, "Where the heck has he been anyway? I thought I'd feel better if he disappeared for a while, but now I feel like he's watching me all the time!"

"I think the wedding may have something to do with that. I say we stay in or near Canterlot for the month and see how he reacts. If he doesn't show until we leave, it may add credence to our theory about his behavior." Rainbow answered gracefully to this explanation with a large yawn.

"Ugh, it's way too early for me to think about these kinds of things. Let's go get some waffles." The pegasus increased her gait, leaving Twilight behind to huff and try to catch up with her.

* * *

><p>Before anyone noticed, two weeks had passed in the blink of an eye. During that time, Twilight and Rainbow ventured out of Canterlot. When they did, Carver would always show up when night fell, and when they went back to the capitol they found Carver was unable or at least unwilling to venture into the city.<p>

Not only that, but he also seemed constantly distracted by something. He would alternate between looking at them and the distant Everfree Forest until one night he just left toward the forest. The day after that incident was when the shield went up around Canterlot.

"The hay is going on?" Rainbow asked staring at the shield, "Everything is just getting weirder and weirder."

"I know," Twilight answered with a nod. She settled into the cloud a little more and continued, "I did manage to get into Canterlot though, so it doesn't stop ponies. I also found out Shining Armor is the one keeping the shield up."

"Really, do you think it's to keep you know who out?"

"I don't think so; he hasn't even attempted to get into Canterlot. I suppose it would make sense if it was a protective measure in case they thought he was around, but I don't think they even know that. Something else has to be going on."

"Like what?"

"I don't know. Let's go in tomorrow, I'll try to get some answers from Shining Armor then."

"I hope nothing happens. The last thing we need is something else to give us trouble."

"I agree."

* * *

><p>Parasites, the wretched things were everywhere now. It couldn't see them but they were hiding in the shadows, waiting for their chance to attack.<p>

It had decided to find one of these parasites and see them in their true form. It took several days of stalking, following every trail they left behind and the wretched stench that they left behind, but it found one.

It was surprised at the parasite, a small insectoid creature scratching around the forest and glancing up at the mountain. Its body was made up of black chitin, shining gently in the moonlight, and its eyes an emerald color. Insect wings buzzed on its back and it crouched down to take flight.

Or it would have if it didn't decide to take a closer look at the parasite. It grabbed its leg and dragged the screeching parasite to it. The wretched thing thrashed in its grip and tried to attack whatever had it. It stopped though once its emerald eyes landed on what had it and the parasite froze in fright.

The parasite was a fascinating specimen. Its legs were riddled with holes that most likely made flight easier for it. It forced the parasites mouth and inspected its fangs, a strange addition for a parasite.

'_Fascinating, I wonder what its preferred host is?'_

The parasite apparently didn't like having its mouth being touched as it thrashed around briefly before bursting into green flame. It flinched ever so slightly and endured the pain of the flame as a light brown pony started thrashing where the parasite was.

'_So that's how they work. They must have an intricate magical system built into their bodies to shape shift like that. So their hosts are those ponies, but what do they feed on?'_

The parasite dropped its form when it became apparent it wouldn't work and bared its fangs at its captor. It only grinned at the parasite, very interested in its attitude, and decided to get insight into the parasite's race from the source itself. Imagine the parasite's surprise when its oral orifice was violated and its memories searched.

It had found a name to place to the parasite's race: Changeling. It was also right about the parasite being insectoid in nature, since the way its brain worked seemed to fit with a hive mind mechanic. It dug deeper into the Changeling's brain and confirmed the hive mind theory, this one being a lonely drone.

'_Drones, soldiers, praetorians, and queen at the top.'_ "Faaaascinaaaatingggg."

The Changeling started thrashing again from lack of air and most likely out of fear, it definitely was giving off a wave of it. Of course, the main question about their food still remained unanswered. It dug just a bit deeper and-

Pain shot through its brain and it recoiled back. It lost control as the knowledge of the parasite's food became known. It lost its mind in anger and when it came to, there was no changeling left, only a fine green paste.

'_Love, they feed on love? How is that possible?'_ A growl escaped its lips and it thought to another thing it saw before the red took over. An image of a pony, the only sticking point being a pink coat, a city, and a name: Mi Amore Cadenza.

'_What do these Changelings want with this pony? The city was the one on the mountain, the one surrounded by that shield.'_ It looked toward the direction of the city, the light of the shield visible even from this distance.

'_Something is happening, this will be fascinating to watch.'_ It grinned and sank into the shadows. _'If things go as I think, this might be even better than that other time.'_

* * *

><p>"A threat against Canterlot? That's what the shield is for?" Shining Armor released the spell and turned back to his little sister with a fake grin.<p>

"We not entirely sure, but the timing can't be coincidental. The wedding is coming up soon after all," Shining Armor said and wiped some sweat from his brow.

"Are you ok?" Twilight asked and felt Shining Armor's forehead.

"I'm fine, just a headache from keeping the shield up. Cadence has been helping me with that though."

"That's good, but I'm worried about this threat you talked about." Twilight placed a hoof on her chin and started thinking about a certain something, "Do you have any idea when this threat was supposed to happen?"

"We don't know, but we know it's related to the wedding. Why, do you think you know what's going to happen?"

"I can't say, I'm going to have to look into it with Rainbow Dash. It shouldn't take too long though, so don't worry." Twilight turned to walk into town and find her pegasus companion when Shining Armor called out to her.

"Oh, before I forget to tell you, Princess Celestia is bringing in some ponies to help with the wedding. I think she said they were your friends from Ponyville." Twilight stopped as her mind processed what he said.

"They're coming here…?" she asked, "What about Pinkie Pie?"

"I'm… not sure who that is. The princess said that they'll be able to help with the wedding." Twilight stood unnaturally stiff and scuffed at the floor nervously. "Twilight, did something happen between you and your friends?" Shining asked and placed a hoof on Twilight's shoulder, "Are you avoiding them because of your-"

"Shut up, you don't know anything about my life!" Twilight shouted at him and knocked his hoof away with a glare. Her brother backed away with a shocked look, which caused Twilight to calm down. She sighed and said, "I'm still trying to figure this out. But my friends aren't the problem, so you don't have to worry about that."

"Do you want to talk about it? Whatever's going on with you seems to be a heavy burden." Twilight looked at Shining Armor, his face showing the kind of brotherly concern he always gave her, and she shook her head.

"Maybe when I get a better handle on this situation I'll tell you. Until then, can I trust you to let me handle this?"

"Of course, I just want you to know you're not alone." Shining Armor walked over to his sister and pulled her into a hug. "I'm always ready to help my little sister."

"Thanks, I'll keep it in mind." Twilight squeezed her brother before letting him go and trotting into town.

* * *

><p>"<em>He's right you know,"<em> Cheshire's voice whispered in Twilight's mind, _"Big brothers always come to their little sister's aid when needed."_

'_I'm not going to put my brother or friends in danger if I don't have to,'_ Twilight chided back.

"_I'm not saying you should. Let's just file away his offer for later, you never know when things will get more complicated. And what about your friends?"_

_The news of our friend's arrival greatly troubles me. My thoughts are racing right now about the maybes and what ifs. I talked with Rainbow about it later that night, and we decided it was time to stop lying to them._

_It's been over half a year, half a year since the castle and Pinkie, oh Pinkie. I hope she's not worrying about what happened and blaming herself. We don't blame her, we never did._

_I don't think this threat is Carver, most of the newspaper reports I've read involving him label him a rogue manticore or the like. That's hardly enough evidence to justify the shield. What's going on?_

_Whatever it is, I'll figure it out when it comes. For right now, I have a letter to write in case things don't go as well as I hope._


	18. A Perfect Day

"So why are we going to Canterlot so suddenly again?" Applejack asked the group. It had been a rather sudden call for all of them, Pinkie especially, when they were suddenly summoned to Canterlot. Of course they all tried to hide the letter from Pinkie, but she found it and insisted on coming.

"_Lying around all day isn't going to help me,"_ She had said, _"It hasn't for the past few months and it probably won't. I need to do something like this."_

"We're supposed to help put on a wedding Applejack!" Rarity said excitedly. The fashionista had hardly been able to contain her excitement since she found out about the letter. "I'm supposed to make the bride's dress, you're catering, Fluttershy is leading her bird choir, and… Pinkie Pie is hosting the reception."

"I'm right here you know," Pinkie commented from her seat. The pink mare hadn't done much more than stare out the train window the whole ride. "And I told you all I'm fine."

"Oh, we're absolutely sure you are darling!" Rarity said waving a hoof in the air, "And we didn't mean to talk about you behind your back."

"It's alright." Pinkie sighed sadly and pressed her forehead against the window, her long mane hiding her face from her friends. "Do you think Twilight and Rainbow Dash will be there? I still want to apologize to them." Pinkie flinched slightly when she felt a hoof touch her back and looked back at Fluttershy.

"Well, that letter did say they would be there," Fluttershy said quietly. "I'm sure they wouldn't miss this."

"I can hope I guess," Pinkie said with another sad sigh. Fluttershy shared a worried look with Rarity and Applejack and pulled her hoof away from her friend. Pinkie looked out the window and stuck her head out to look at something. "What the hay is that?" she asked pointing toward Canterlot. Applejack stuck her head out of another window, a hoof keeping her hat in place, and saw that the capitol was surrounded by some kind of pink bubble.

"Well, that's different," Applejack said and saw Rarity poke her head out of the window in front of her. Of course, the fact that their train was currently heading right for said bubble was starting to worry Applejack. "Maybe we should get back inside girls," she told her friends and ducked back inside the car.

Her friends followed her instructions and a few tense minutes passed as they drew closer to Canterlot. And then they hit the bubble, or more accurately, they just passed right through it with only a brief flash of pink to signify anything happened at all. They had all closed their eyes during all of this and, when it had passed, they looked back out at the wall they passed.

"What the hay was that?" Applejack asked out loud.

"I believe it was some kind of shield," Rarity answered quietly, "I remember Twilight making something similar a few months ago."

"Not quite as big though," Pinkie said flatly.

"Wonder why there would be a shield over Canterlot in the first place," Applejack said scratching her head under her hat. After all, it didn't take an intellect like Twilight's to know something was up with the city. Suddenly the car they were in rocked around as the train came to a halt. With that all of Applejack's friends set about collecting their belongings, Pinkie with some help from Fluttershy, and slowly stepped off the train into the station.

Unlike what the shield over the city told them, life in Canterlot looked to be very much the same as when they last were there as far as Applejack could see. She and her group nearly made it out of the station and onto the streets when a guard approached them looking in what can best be described as flustered.

"Um, excuse me," he started before sighing slightly, "would any of you happen to be Applejack?" Quite surprised at the mention of her name, Applejack looked back at her friends before stepping forward.

"That'd be me," she said with a tilt of her hat, "what can ah do ya for?"

"Oh thank goodness, you guys were the third group I had asked today." He then sighed and whispered, "I don't see why I have to play messenger today."

"Messenger?" Rarity repeated questioningly.

"Well, my captain told me to deliver something to a pony named Applejack," the guard explained as he lit his horn and pulled out a scroll from his armor. "He said this belongs to a friend of yours." Applejack took the scroll from him and gave it a quick look over while the guards said, "Well, have a nice day ladies. I hope you enjoy your stay in Canterlot," and walked away from the group with a nod.

Applejack wasn't really paying attention though, since her attention was more focused on the scroll's seal. One pink star surrounded by five white ones on purple. She thought she heard Fluttershy ask what the scroll was while she opened the scroll and quickly skimmed it.

"Twilight and Rainbow are in Canterlot," Applejack said aloud and looked back at her friends, all of whom showed various degrees of surprise.

"T-they are?!" Pinkie exclaimed. Her hair curled up slightly and said, "Where are they?!"

"Just 'in Canterlot'," Applejack said rolling the scroll up and sticking it in her saddlebags. "Ah'm getting to the bottom of this." Applejack waited for the inevitable shouts of 'what?!' from her friends, and she wasn't disappointed.

"You're leaving _now_ to find them?" Rarity asked lifting one of her forehooves in surprise, "But there's so much work to do for the wedding!"

"Ah won't be very long. Ah'll just find them, knock some sense into them, and ask what's been taking them so long." Before Applejack could take two steps, Pinkie Pie was blocking her path with a very angry look.

"No, I'm not going to let you go and ruin our friendship more than it already is," Pinkie said and took a step toward Applejack. "So please don't hurt them." Applejack took a step back from Pinkie and tilted her hat up slightly.

"Uh Pinkie, it was just a figure of speech," Applejack said cautiously, "Ah ain't planning on hurting them. Ah just want to talk to them." Pinkie stared into Applejack's eyes intensely, very similar to their stare down on her birthday a year or so ago. Applejack didn't falter though and stared back at Pinkie for the minute they held their gazes.

Eventually, Pinkie closed her eyes and said, "Alright, as long as that's all you do." Before Applejack could nod in agreement, she found herself in a death hug from her pink friend as she apologized. "I'm sorry about that, I just don't want anything to happen because of me. I've already done too much."

"Ya'll didn't do a thing," Applejack replied giving Pinkie a light squeeze, "we all know that. Just relax a little and do your thing ok?" Pinkie nodded into Applejack's coat and pulled away with a tiny smile.

"If you want," Fluttershy spoke up and walked next to Pinkie Pie, "I could try to help you if I have some free time."

"Thanks Fluttershy. I think things are starting to look up a little." Pinkie turned away from Applejack and started walking to the streets with Fluttershy. Applejack nodded at Rarity as she moved to follow her two friends and, once she was sure her friends had a good head start, Applejack started for the streets as well.

'_Ok, where would they be?'_

* * *

><p>"I still think this is a bad idea Twilight," Rainbow Dash said yet again. Her friend's opinion on the course of action she had decided on had been well documented and oft repeated. At the moment the two of them were in a public park in the silver district of Canterlot, the 'middle-class' district as it were. Twilight dared not to go anywhere near the castle or high end districts in case somepony she knew saw them.<p>

"I know Rainbow," Twilight said rolling up another scroll, a letter to their friends in case of a worst case scenario, and put it away in her saddlebag before she looked over at Rainbow. "But we should really look at this from our friend's perspective. What would you think if two of friends just disappeared for six months, with no letters at all, and with only the flimsy excuse of 'looking for herbs' as the only reason given?"

"Well, I'd be pretty suspicious," Rainbow answered and crossed her arms, "though I'd probably think it was for something totally different than what's going on."

"Exactly. They deserve to know at least _something,_ even if only that we lied a little about having to leave."

"I suppose." Rainbow Dash sighed to relieve some of her annoyance at being outwitted and glanced over at a mare having a picnic with her two foals. "What about you know who? Are we going to tell them about him?"

"No, I don't want to tell them unless it's absolutely necessary." Twilight sighed sadly and got off the bench they were sitting on, Rainbow Dash following not too far behind as she started walking to a nearby street. "I don't want them to put themselves in unnecessary danger for our sakes. We already talked about this."

"I know, but I'm getting tired of wandering around aimlessly with no clear goal. It's frustrating how long we've been at this and that we have nothing to show for it!"

"I know Rainbow, I know." Twilight let out a beleaguered sigh, very much showing how much all of this was wearing on her. "There is still so much left to do though. The girls are bound to be in town by now, and I have already sent them a letter."

"Ok, what does that mean then?"

"I have a feeling I need to look into some things, catch up with old faces. So can you-?"

"Catch up with all of them?" The duo maneuvered out of the way of a patrol of guards, their armor shining brightly in the sun, and once they passed Twilight looked over at Rainbow and watcher her sigh. "They're going to be so mad at us."

"I would expect no less. If it went well, Applejack should be waiting for you at an observation deck not too far from here." Rainbow Dash nodded and flexed their wings in preparation for flight when Twilight placed a hoof on her shoulder. Rainbow gave Twilight a look and was more than a little confused when Twilight suddenly pulled her into a hug. "Thanks for staying around Rainbow, it means a lot."

"Um, sure thing Twilight," Rainbow said awkwardly returning the hug, "it was nothing really. Anyone would have done it."

"I know, but thanks anyway." Twilight gave Rainbow one last squeeze before letting her go and adding, "Well, good luck with talking the girls out of killing us." It was honestly a terrible joke, but Rainbow Dash either found it genuinely funny or was at least courteous enough to pretend.

"Trust me Twilight, you'll be the first to know if I fail," Rainbow said. Twilight gave her a nod as Rainbow turned onto a street she needed to go down with a quick "Later."

With her pegasus friend off to her task, Twilight found herself wandering the white streets of Canterlot alone. With nothing more to do, she ran plan after plan through her head as she slowly drew closer to the towers of Canterlot Castle. That's when her thoughts became a little more crowded.

"_The Starswirl the Bearded wing right? Ever since we came here you've had your mind set on those old books and scrolls."_

'_Some of the oldest writings in Equestria are in those halls,'_ Twilight replied, _'so if anything at all related to our situation exists, it'll be there.'_

"_As much as I disagree with that, I do agree with course of action. There are a couple of things I wish to look into while there."_

'_Such as?'_

"_A couple of suspicions I have. I don't wish to speak more on it as they might turn out false."_ Twilight tried to push the question, but Cheshire's voice remained silent. Twilight hoped that wasn't the result of some manifestation of inner childishness and decided to focus on the path ahead of her.

* * *

><p>Applejack had just reached the western observation deck, one of several in Canterlot to take advantage of the city's height. One quick look around confirmed that neither of her missing friends were there, so Applejack decided to wait to see if they'll show up. She slowly walked up to the railing and looked out on the scenery, although the shield wall made that more than a little difficult. If she craned her neck she thought she could see Ponyville in the distance to her left. Applejack didn't notice the slight ruffling of wings closing or hooves clopping up behind her.<p>

"Whatcha looking at?"

Whoever spoke to her must have had really good reflexes to dodge Applejack's startled buck. The farm pony _really_ didn't like to be snuck up on. Her hind legs only hit air and Applejack crashed onto the ground, her stomach undoubtedly suffering for it, and she looked back at a very startled and very familiar mare.

"Whoa chill Applejack, it's just me!" Rainbow Dash shouted, a foreleg lifted up and her wings spread defensively. "You don't have to go and kill me just because I asked a question."

Applejack blinked a couple to times to make sure she was really seeing Rainbow Dash there before standing up and looking over the pegasus. The travel cloak she wore, no doubt the one Rarity explained making, looked like it had definitely seen a few rough patches. Applejack was particularly drawn to a part near Rainbow's left hind leg that had a large part ripped off. Rainbow's namesake mane also looked even more unkempt than usual, if such a thing was even possible, and she also looked a little tired.

"Well, this is awkward," Rainbow said rubbing a foreleg. Applejack jerked a little having realized she hadn't actually said anything. She fiddled with her hat a little to think of what to say.

"A-ah'll say. Ah didn't really expect ya to be here." _'Oh smooth girl! First time you've seen your friend in a while and _that's_ what ya go for?'_

"Heh, tell me about it." Applejack at least felt better that Rainbow seemed to take it in stride. The pegasus relaxed a little and walked to the railing next to Applejack. "We stop in to get food and get wrapped up in a wedding. Weird huh?"

"Ya'll were just here by coincidence? Ah heck, what am ah complaining about?" Applejack shook her head slightly and walked over to prop her forelegs on the railing with Rainbow Dash. "So have ya been here long, taking time off from yer 'herb gathering'?"

"For about a month, and man what a month it's been." Rainbow Dash ruffled the back of her mane and continued, "We've met Shining Armor in a day, Twilight got to be his mare of honor, and then that shield. At this rate, the wedding will probably be more entertaining than the Gala."

"Ya met the groom? How?"

"Get this, he's Twilight's older brother." No matter what would have happened in the next few days, the look of dumbfounded bafflement on Applejack's face would always put a smile on Rainbow's.

"Twilight's got herself a brother?" Applejack repeated.

"Uh huh, and you wanna know something better?" Rainbow Dash couldn't help but grin widely before saying, "The bride, Princess Cadenza, is her old foalsitter."

"Foal…" Applejack stuttered out before her brain had to stop for a moment to get that one.

"Yeah, the egghead had a princess for a _foalsitter!_ We have got to egg her on about this from now on!" Applejack was brought out of her confusion by Rainbow Dash's obvious excitement and, with a few shakes of her head, brought herself back to the matter at hand.

"Well, all that aside, ya two have got some explaining to do," she told Rainbow Dash and put on her 'scolding face' for good measure. Rainbow Dash didn't even really need to look to know what Applejack was trying to do, but she didn't say anything. "Ah mean, ya have to admit how downright slippery all this looks to me. What exactly were you doing all this time?"

"You know, this and that. It's like we can't go anywhere without getting into some kind of trouble it seems," Rainbow said, avoiding the question. "Seaponies are real by the way. We found that out."

"What? What does that have ta-"

"Look Applejack, I really can't tell you all that much. I'll try and tell you what I can, but don't push the issue on some things ok?"

Applejack thought for a moment. At the moment she really didn't have much of a choice. Maybe if she got Rainbow to talk for a while she'll spill the beans unintentionally. With some semblance of a plan in mind, Applejack nodded and watched her friend smile a little.

"Thanks. Before all that though, how's Ponyville doing?"

* * *

><p>Twilight paused for a moment as she stared at the doors to the Starswirl the bearded wing of the Canterlot library. Just beyond those mighty wooden doors lay some of the oldest and most powerful tomes in Equestria, save some of the more magical ones in the royal vault. Twilight let the memories of her last, incredibly panicked visit here wash over her for a minute before she shook them off and walked up to the doors. She pushed it open with both of her forehooves and passed through the doorway.<p>

"I remember enjoying every trip here with Princess Celestia when I was younger," Twilight whispered to herself as she strolled through the rows of books toward the center of the wing, marked by an ornate statue. Once she had reached that she looked around until she oriented herself and started down several rows of bookshelves.

Twilight spent the next few minutes going through various bookshelves and cherry picking things she thought would help, ranging mostly from books on creatures (of which a few she would have dismissed as a crock six months earlier) along with anything else that might help. These amounted to what were basically story books, although they weren't called that.

After every trip Twilight made, she would drop off every book she took at an out of the way table she had found. During one of these trips, Twilight was a little too distracted with finding a certain book that she failed to hear hoofsteps approaching. She only realized someone else was in the room with her just as she found the book she was looking for and something tapped her shoulder.

In her surprise, Twilight had somehow managed to upend the entire shelf she had been at and found herself underneath the ensuing pile.

"Oh goodness, I didn't realize you'd react that violently." Twilight recognized the voice even through at least fifty pounds of old parchment. "I apologize." Twilight dug her way out of the pile to find herself in the company of Princess Cadence, the bride to be and her old foalsitter.

"Cadence!" Twilight exclaimed and practically leaped out of the pile, causing Cadence to stumble back a little in surprise, "I've been meaning to find you, but I guess I lost track of time."

"O-oh, have you?" Cadence asked awkwardly.

"Yes! I'm still amazed at the luck I had coming in time for the wedding. Oh hey, do you remember this?" Twilight then proceeded to enact the game that she used to play with Cadence when she was a filly. She had long ago memorized the moves and lyrics and couldn't help but sing them as she did it. "Sunshine sunshine, ladybugs awake! Clap your hooves and do a little shake!" She let out a little giggle and asked, "Do you remember that?"

"Yeah, that's a nice dance," was Cadence replied with disinterest. Twilight's ears perked up and she looked at her old foalsitter in curiosity. "Are you going to clean that up by any chance?" she then asked motioning at the large pile of books at Twilight's hooves.

"Oh, right. Um…" Twilight looked through the books until she found the one she had been looking for and grabbed it in with her magic before levitating the rest of the books into place back on the shelf. "There, like it never even happened. And Cadence, I am going to be helping around with the wedding, so if you need me I'll either be here or around the castle. Just keep an eye open for me, ok?"

"I'll be sure to," Cadence replied as she turned around and walked to the door out of the library wing. If she had turned around before rounding the corner, she would have caught a quick glimpse of Twilight's eyes flashing orange before she made her way back to the table.

* * *

><p>"So Pinkie's feeling better?" Rainbow asked once Applejack's update brought them to that subject.<p>

"Yeah, about as much as can be expected having gone through something like that." Applejack adjusted her hat slightly and continued, "She keeps talking about you and Twilight though, like how she needs to apologize for something. Ya wouldn't happen to know what that's all about, would ya?" Another prod, hopefully with an answer.

"Maybe. I'm still trying to figure some of that out myself, but I know Pinkie doesn't need to apologize for anything. It's not her fault all this happened." A small ping of sadness seemed to pass over Rainbow's expression before she shook it away and said, "Anyway, what did you get wrapped into doing for this wedding?"

Applejack shrugged lightly and said, "Well, ah'm supposed to help put together the buffet for the we-" just then Applejack's eyes widened and she glanced at the sun to judge the time. "Ah tarnation, it's getting late! Ah was supposed to put together some samples for the groom and bride! Listen Rainbow-" Applejack was cut off by Rainbow's hoof in her mouth.

"Don't worry, I'm not planning on leaving the city anytime soon. Go do your thing and we'll talk more later." Rainbow removed her hoof and leaned over the railing again.

"Alright, but ya do know you're supposed to do a Sonic Rainboom for the wedding right?"

"I can do those in my sleep, but thanks for telling me." The two friends shared one last nod and Applejack started off to the castle as fast as she could. Rainbow lingered for a second longer, just taking in the sights for the moment, until she stretched her wings and took off a couple of feet.

"I wonder where Fluttershy is."

* * *

><p>'<em>Why does this always have to happen?'<em> thought a very annoyed Rarity as she marched through the halls of Canterlot Castle. _'I stop working on those dresses to use the bathroom, and now I'm lost trying to find one.'_ Rarity reached an intersection of hallways and sighed as she judged her options. To her left is an empty hallway save for a few guards. To her right, the exact same kind of hallway without guards.

While she was trying to decide on which way to go, Rarity happened to notice a very familiar pony wandering the halls to her right. She didn't recognize the pony's features, but she could recognize her own handiwork from a mile away.

"Twilight, is that you?" Rarity called to the pony and started trotting toward them. The pony continued without looking in her direction and continued past a corner. Rarity rounded it and soon caught up with Twilight, unsurprisingly nose deep in a book and apparently caught up in some thoughts.

"I don't think it's that, she never showed any sighs of high stress. Maybe it's magical in nature?"

"Twilight!" Rarity called out again, this time getting a reaction from the purple unicorn. Even if it was Twilight screaming in shock and flipping forward onto her back, it still counts as a reaction. "Oh dear, I am sorry Twilight."

"What is with everypony sneaking up on me today?!" Twilight nearly shouted as she stood up , brushed her cloak off, and picked up the book she had been reading. She then turned around and flinched a little when she saw Rarity and said, "R-Rarity? When did you get here?"

"A couple hours ago, but don't worry about me darling. I'm particularly glad to know you're safe." Rarity then pulled Twilight into a hug, which the purple unicorn returned until Rarity let go. "I thought you knew when we were coming though. Didn't you write that letter we got when we arrived?"

"Oh yeah, I did. I'm sorry Rarity, I've been busy with some things. Don't get me wrong though, it's good to see you Rarity. Rainbow could be a little tiring." Both unicorns shared a small laugh for a moment until Twilight asked, "So are you taking a break from working?"

"Oh, uh… something like that." Rarity looked around a little before leaning toward Twilight and whispering, "You wouldn't happen to know where the bathrooms are, would you?"

"The ba- oh! Yeah, there's one nearby. Follow me, we can talk on the way," Twilight said and started walking in the direction she had been walking.

"Thank you," Rarity replied and followed Twilight. "So darling, where have you and Rainbow Dash been these last few months?"

"Travelling mostly. Nothing of note has really happened since we left… except for that Seapony."

"Seapony?"

"Yes, a Seapony. That was certainly a unique way to wake up that morning. What about you?"

"Oh life in Ponyville has been the same as always: uneventful save for the Crusader's activities. And there's Pinkie, of course."

"Oh yes." An uncomfortable silence filled the air for a few moments until Twilight asked, "Is she here?"

"Yes and I assume she's trying to busy herself with her task for the wedding. I do admit that she's doing much better than a few months ago. The poor dear could hardly get out of bed some days."

A pang of guilt ran through Twilight and she turned another corner and pointed at a nearby door. "There's the bathroom Rarity, though I'm sure there's one closer to where you're working."

"I'll be sure to find it on a much less urgent occasion," Rarity said walking past Twilight, "oh and I also have your dress for the wedding ready. I'm going to need you to come by later to get it fit."

"Ok Rarity, I'll be sure to find you later. And Rarity," Rarity stopped and looked back at Twilight with a hoof on the door, "it's good to see you again."

"Likewise darling," Rarity returned and pushed the door open. Twilight waited for the door to close before turning around and walking down the hall while opening the book back to where she had left off. She had more than the book's contents on her mind.

* * *

><p><em>Despite the topic of conversation, it was still very welcome to talk to Rarity. When I found Rainbow Dash later I found she talked with Applejack and Fluttershy. Applejack tried to get the truth out of Rainbow, which I had expected, and Fluttershy was too happy to see Rainbow to ask very many questions.<em>

_I still haven't worked up the courage to talk to Pinkie Pie. I don't even know what I would say to her._

_But right now I have Cadence on the mind. I can't shake the feeling that something is wrong with her. I'm planning on looking further into that tonight. It's not like I'm making any progress on Carver._

* * *

><p>"Hey Twilight, why are we still sleeping on clouds when we could just as easily get a room in the castle?" Rainbow Dash asked while she fluffed up the cloud she had grabbed earlier.<p>

"A room in the castle would draw too much attention Rainbow, and I'd prefer to keep as low a profile as possible," Twilight replied having already settled on the cloud. "Not to mention I'm still a little nervous after that one night in the hotel." Twilight shivered a little at the memory of red eyes looming down on her.

"I guess you have a point," Rainbow said and landed on the cloud, tested the surface a little, and lay down on it, "I just wish we could sleep on an actual bed sometime. Clouds are good and all, but not for long term sleeping." Rainbow settled into the cloud next to Twilight and got into her 'cloud sleeping' pose. Twilight settled down to sleep as well when Rainbow asked, "Hey Twilight, you know the guards right?"

"Yes?"

"How do they go around protecting the princess'?"

"What do you mean? The Canterlot guards are highly trained soldiers with some of the best training and equipment available to them."

"Yeah I know about that, I've seen the spears. What about the guards with those gauntlets?"

"I think I know what you're talking about. I'm not entirely sure though, it might just be armor though."

"Huh, alright then. You think they'd let me join?"

"No, and didn't you want to become a Wonderbolt?"

"Of course I do, I'm just bored and need something to think about."

"Just go to sleep Rainbow, I'm sure you'll be a royal guard in your dreams." Rainbow Dash didn't immediately respond and when Twilight looked over she found the pegasus fast asleep. "Good job Rainbow, this probably the first time I'll ever congratulate you on falling asleep."

Twilight stood up and stretched her legs before looking over the edge of the cloud down at the streets of Canterlot. She took a deep breath before gathering magic into her horn and jumping up. When she got enough height she released the magic in a flash of light and felt smooth cobblestone under her hooves. After a quick look overhead to confirm the cloud's position Twilight started down the street in a gentle trot, taking a moment to lift her cloak's hood over her head.

Twilight searched her memory for where Shining Armor's house was. He did say once that he and Cadence were sharing his civilian house until the wedding, which made it a somewhat good place to gather information. While walking the streets she could have sworn she heard a distant voice.

"Stay indoors my little pony! The night hides many things tonight."

'_Don't I know it,'_ she thought and focused on the street ahead of her. She had come too far now though and she turned onto the street that Shining Armor's home was on, or at least she recalled it was there. She turned out to be right once she found the address and knocked on the door, and after a few seconds Shining Armor answered it.

"Twily, there you are!" he said happily, "Where did you hide for the past few days?"

"I haven't exactly been hiding," Twilight muttered and lowered her hood, "just a little busy. Listen, I need to talk to you about-"

"Who's at the door dear?" asked Cadence as she appeared behind Shining Armor.

"Abo-o-out some stuff. Hello Cadence." Twilight gave Cadence a small wave and only got a flat look in reply.

"Can I talk with you in private dear?" Cadence asked Shining Armor and walked out of Twilight's sight.

"Oh, ok," Shining said and looked back at Twilight and motioned behind him., "do you mind if I..?"

"Of course not, I have nothing but spare time. Go talk things out with her," Twilight replied and backed away as Shining Armor shut the door. Of course Twilight was more than a little suspicious at this sudden interruption and snuck over to a nearby window to peek inside.

Inside she could see Cadence and Shining Armor having a somewhat heated argument, though Twilight could only hear the occasional mumble about 'her' and 'our wedding' through the glass. This continued for about ten more seconds until Shining Armor's horn gave a painful burst of magic sparks and sent him onto his knees. Several days of constantly renewing that shield spell had left had left him in a very magically drained state.

Cadence said something about a spell wearing off before her horn gave off a bright green glow and touched it to Shining Armor's. Once contact was made any stray sparks died out immediately and Shining's eyes shot open, the whites replaced with a sickly green.

Twilight had seen enough by this point and backed away from the window and made a mad gallop away from the house, leaving only a chilly night to greet her brother when he returned to the door. Twilight wasn't sure how long she had galloped through the streets of Canterlot or how many night owls she had passed on the streets. Soon enough she slowed down and found herself in one of the many parks Canterlot had, this one more designed with foals in mind if the play set and swings were any indication.

"What was that I just saw?" Twilight asked herself as she moved slowly to a nearby bench. She sat down and ran through every spell she could remember while trying to match what Cadence had used. Every one she thought she immediately discredited for not being useful in the context or for not having the right properties. Even the one spell she knew about that was used _specifically_ to cure headaches was a passive spell that didn't cause such a reaction in the pony it's cast on. Against everything Twilight knew, she could only come to one conclusion.

"It doesn't make any sense for that to be the case, you can't just hypnotize or mind control a pony," Twilight ranted at thin air, "at least not without completely destroying that pony's free will!" She paused in her pacing and thought on it a little more. "Then again, it could be happening. Shining Armor has been acting differently for the past few days. Almost as if he couldn't do much without Cadence's help." Twilight shook her head and looked up at the moon, shining its silver light down on her. She felt a light breeze on her face as she made a decision.

"I have to tell somepony. The girls will believe me, I just have to find them." Twilight turned toward the gate and started walking toward it, determination in every step.

"I'd advise against that," spoke a clear and familiar voice. Except this time it wasn't in Twilight's head, it was behind her. Twilight quickly turned around and was shocked to find her alter ego on a nearby swing gently rocking back and forth.

"What, how are you?"

"Not important Twilight," Cheshire said, her orange eyes piercing into Twilight, "what is important is circumstance. You're one pony who saw something strange with only odd behavior on two ponies parts to back it up, both of which can be attributed to stress. I'm sure you, of all ponies, know what large amounts of stress can do to a pony?"

"Well, I suppose, but-"

"Nopony will believe you if you run around throwing accusations around."

"Rainbow Dash would!"

"Rainbow Dash is impressionable and not the smartest knife in the drawer." Twilight had to admit that small point. "Heck, I'm sure she'd eat a spoonful of dirt if you told her a Wonderbolt said it tasted like chocolate."

"I'd appreciate it if you don't blatantly insult my friends," Twilight said staring down Cheshire.

"Oh, that's your line? Oh well, that's a moot point anyway and not related to what I have to say."

"Then be out with it and stop wasting time!"

"We're always running out of time Twilight, nothing can stop that. I'm simply saying subtlety might be better suited right now. Just think about it." Cheshire left Twilight with another crazed grin before a sharp pain grew in Twilight's forehead and forced her eyes shut. By the time she rubbed the pain and opened her eyes Cheshire was gone.

"I'll be so happy when all this business is over. She is right though, I don't have any proof that Cadence isn't who I think she is." Twilight sighed and whispered, "I'll never get to sleep now. I wonder if Donut Joe's shop is still open?"

* * *

><p><em>Rainbow Dash here. I just woke up and Twilight is nowhere to be found… again. This is the third time she's done that this week. I really hope you don't make a habit of it Twilight.<em>

_Anyway, since Twilight saw fit to entrust her journal and bag to me, might as well carry them around while I do my thing today. I'll just give them back when the wedding done or when I find her before that._

* * *

><p>Rainbow Dash looked over her writing and she felt somewhat proud of herself given that she had written with a quill without Twilight's fancy pants magic. She gave the ink a second to dry before closing the journal and putting it and the quill away in Twilight's saddle bag. She then pulled that and her own bag on and glided down to the front of the castle.<p>

Rainbow Dash's schedule has been pretty much the same since that shield came up, which was to practice flying and the Sonic Rainboom's preparations until her wings were sore. But before she would do any of that, she had one thing to accomplish.

She had spotted her targets before she even landed on the ground: the two royal guards stationed at the castle entrance. She was mostly just trying to make small talk with them, but it never worked since the guards must have been carved from granite. That didn't stop Rainbow Dash however and she trotted up to the guard to the right of the door.

"Hey dude, do you remember me?" she asked the guard, who stared straight ahead as expected. "Rainbow Dash? I came to talk to you for the past couple of days? Or are you a different guard every time? I can't really tell with you guys always looking the same."

Rainbow Dash leaned against the wall next to the guard and continued speaking, "Don't you find it weird how you all look the same except for Shining Armor? I never really got that, but I think I remember Twilight saying it was some property of your armor. I remember hearing that in one of her egghead speeches I don't really pay attention to. You ever been in a situation like that?"

The most reaction she got was the guard sniffing a little. This, of course, failed to satisfy her and Rainbow Dash flew over the guard and stared him dead in the eyes with no response from him. Rainbow pouted a little and landed in front of the guard to look him over. Her eyes fell on his golden gauntlets and she looked the guard in the eyes again.

"So… those things of yours… how much do they cost?"

"One thousand and five hundred bits a pair," the guard responded quickly, actually throwing Rainbow of guard.

"Wow really? Why do they cost so much? Sounds like a bit of a waste to me."

The guard's response was to raise one of his forelegs and, with a simple motion of his hoof, a collapsible sword extended from the gauntlet. "That is why it costs so much."

"That is awesome!" Rainbow Dash shouted hardly even trying to hide her excitement, "so you're saying I could actually buy those if I have enough bits?"

"That… was not the reaction I expected," the guard said retracting the blade.

"Just ignore her and she'll go away," the other one commented quietly.

"Well now that you said that, maybe I won't! That's what I would want to say, but I actually have stuff to do. Thanks for the tip on those things of yours though." Rainbow then took to the skies and flew off for her normal practice.

"Oh thank Celestia she's gone," one of the guards said.

"She scares me," the other one said.

* * *

><p>High up in Canterlot Castle, Princess Cadence was going over the events for the day. Almost everything was going as she had hoped and while she looked out the window overlooking Canterlot she couldn't help but sing lightly to a tune she came up with.<p>

"_This day is going to be perfect,_

_The kind of day I dreamed since I was small;_

_Everypony will gather round and say I look lovely in my gown,_

_What they don't know is that I have-"_

"Did you come up with that yourself?" The sudden appearance of a voice startled Cadence and caused her to jump forward and smash her face into the window. When she regained her composure she turned to find Twilight at the door. "Or did you get one of the staff downstairs to make it? I remember Sweet Note who works in the kitchen is good at making songs."

"What are you doing in my room?!" Cadence shouted and pointed at the door, "and what are you even doing here anyway?!"

"Did you forget that I'm helping with the wedding? You must be stressed if you forgot a conversation that happened yesterday. That aside I wanted to ask you about a couple of things concerning the wedding."

Cadence sighed and said, "Ok, I can spare a few minutes to review what you need. I hope you won't mind if I get ready for my wedding while I do so."

"Go ahead; I won't be that long anyway." Twilight walked into the room, shutting the door behind her and walking over to a window. "It mostly concerns the guest list."

"Whatever do you mean? Everypony who is anypony will be at my wedding," Cadence said as she focused on applying mascara to her eyelashes. After a couple of test blinks she put it away and turned to Twilight to ask, "How do my eyelashes look?"

"They look great," Twilight said still looking out the window.

"You aren't even looking."

"That's because I don't need to." With that Twilight grabbed the curtains in her magic and drew them shut before beginning to pace around the room. "At any rate, I'm concerned about the guest list because I have the feeling everypony forgot somepony important."

Princess Cadence gave Twilight a look before shrugging off the mare's behavior and turning back to her reflection. She inspected it for a bit and casually asked, "Oh, and who would that be? Do you think my hair would look better as is or in a bun?"

"Your hair is your preference, since it's your wedding, and the pony I'm talking about is Shining Armor's sister." Twilight briefly saw Cadence stiffen in her peripheral vision before the alicorn regained her composure. "Didn't he tell you he wanted her to be his mare of honor? She was supposed to be here today but nopony has seen her yet."

"Oh yes, I remember her now," Cadence said as she applied a bit of blush to her cheeks, "I actually had a little talk with her a couple days ago. She said she might not be able to make it because of her job but that she'll still try to come."

"When did you talk to her?" Twilight asked with the slightest edge to her voice. Cadence, seeing the unicorn's reflection in the mirror, thought she had seen something wrong with her eyes but brushed it off.

"Like I said, a few days ago. Maybe a week, I can't recall. The preparations for the wedding have been hectic," she replied.

"Where?" This time Twilight let some more hostility show in her voice.

"Oh, just some small restaurant in Canterlot. You probably never heard of it."

"Well that's certainly thoughtful of her," Twilight said walking over to another window, "taking the time out of her busy schedule in Cloudsdale to explain that to you."

"Oh yes, you should have seen the poor dear. Her wings looked dead tired after all that work."

'_Gotcha.'_ Twilight couldn't help but let out a victorious smile as she shut the curtains of this window and turned to Cadence. "I find that to be very interesting, 'Princess Cadence'." Twilight's tone of voice caught Cadence's attention and the pink alicorn turned to her.

"How is it interesting?" She asked, "I simply explained how-"

"What am I 'Princess'? Am I a unicorn or a pegasus?"

Cadence couldn't help but roll her eyes as she answered, "You're a unicorn, unless you happen to be hiding a pair of wings under that cloak. I don't see-"

"That's what's so strange. How can I be a pegasus when you supposedly met with me at this restaurant a week ago? Very peculiar, isn't it?" Cadence's eyes widened in realization as she stared at Twilight with jaw wide open.

"What…you…?"

"Nopony ever did tell you what I looked like, did they? Most likely because nopony ever thought they _needed_ to, considering how close Cadence was to me when I was a filly." Twilight's eyes locked with Cadence's, the latter's eyes practically glimmering in panic. The alicorn was scared, though the precise reason evaded Twilight at the moment. "I know who I am. I am Twilight Sparkle, personal student to Princess Celestia and Captain Shining Armor's younger sister. And you are not Princess Cadence."

"T-that's preposterous! I am Princess Mi Amore Cadenza!"

"Then why didn't you recognize me yesterday, especially after all that time you spent foalsitting me?"

"I-I'm a little stressed. I'm having trouble remembering faces right now!"

'_If that's stress, I'm Princess Luna.'_ "Then explain the spell you cast on Shining Armor. That looked rather interesting."

"That was just a spell to cure headaches!" Cadence nearly shouted angrily, "You try casting a spell as high level as the one he's been casting and not have a few headaches!"

"I can attest to that. Magic shortage is a very severe condition for unicorns, but I also know what a healing spell looks like. What you used on Shining Armor was not a healing spell."

"This is an outrage!" Now Twilight could see Cadence was really losing it. Angry ponies make mistakes, which is exactly what Twilight wanted. "I don't have to stand for any of this! I'm calling the guards."

"None of the guards saw me come here, and by the time they do get here I'll be gone. They will think you've snapped from stress and will order you to rest. In that time I would have gone to Princess Celestia and explained my theory to her. She trusts me wholly and knows I wouldn't say anything like that unless I was certain. One thorough look is all it would take for your little game to be exposed, whoever you are."

By this point 'Cadence' was on the verge of angered tears, her teeth clenched firmly and her body shaking from rage. She could barely muster the words, "You have no proof. Who'll believe you?"

"That may be true," Twilight relented slightly, "but the proof is somewhere and it will be found. Of course, there is a way for you to dispel any doubts I may have. You must simply do one thing to ease my worries. The real Cadence knows what that is; just do that and I'll let it go."

"I don't have to prove _anything_ to you!"

"And that is why you lose. It looks like your 'perfect day' isn't coming after all."

That's when Cadence did something Twilight did not expect: blatantly attack her. She cast a spell so quickly Twilight barely had time to register the green magic until it hit her and launched her off her hooves. She hit the floor hard, knocking the wind out of her, and slid across it until she hit the far wall.

As she gasped for breath and tried to regain her standing, Twilight chided herself for not being prepared. Even a simple shield spell would have at least deflected that blast. That line of thought was brought to an abrupt halt as Cadence closed the distance and landed a swift kick to Twilight's stomach.

"I worked too hard and too long for all my plans to be ruined by a mare I _didn't even know existed!_" she shouted as she stared down at Twilight. The purple unicorn barely opened an eye to find Cadence's once brilliant blue eyes replaced by a fierce green. "The room has been soundproofed, so don't think about shouting for help. You're not going to tell anypony anything anyway!"

Cadence's horn lit up a bright green and then Twilight found herself surrounded by fire. The fierce emerald flames surrounded her on all sides, even above her, and Twilight could only see Cadence's hateful glare as she felt herself sinking, sinking, into darkness. In a bright flash Twilight was in darkness and Cadence was once again alone in her room.

"That was just a bump," Cadence whispered and wiped some sweat from her brow, "my perfect day is still on track."

* * *

><p>Twilight wasn't sure how long she had been engulfed in darkness, but it had been long enough by the time she had woken up. Her head and body ached and hurt from the punishment she had taken earlier, and her first attempt to stand up was met with a hacking cough as she breathed in stale air.<p>

'_Where am I?'_ she thought. She focused as much magic as she could into her horn for a basic light spell and when she could see she got a good look at her surroundings. The walls around her were a rough rock, cave walls no doubt, and all around her she could see the bright shimmer of crystal in the light of her magic. Twilight looked all around her for a way out, but she was enclosed on all sides by rock and crystal.

"Oh Twilight, how stupid could you get?" Twilight asked herself and rubbed some of the pain in her head away, "of course she'd defend herself when cornered. Oh well, enough about that for now, first I have to find a way out."

"You'll find that to be quite difficult." Twilight stiffened up and looked around for the source of the voice, finding it to be Cadence's face reflected on a batch of nearby crystals.

"Why, where am I?" Twilight asked.

"Have you ever heard of the Crystal Mines of Canterlot? I doubt you have. They were made long ago by the ponies who built Canterlot, because the crystals here were… different. It matters little since they abandoned the effort not too long after they started. Now nopony knows they exist, so nopony will come looking for you."

Twilight hated that face and that smile she wore, and that was before she heard the laughing. She fired a bolt of magic at the crystals, which shattered them to pieces, but the laughing continued and Cadence moved to another batch. At that point Twilight got into a cycle of destroying crystals, batch after batch all around the room, all while that laughter bore into her head. Then she came to the largest batch in the room and paused.

It might have just been her but that crystal looked different to her. They were somehow jet black in color and Twilight barely saw bright red eyes looking at her through them, the laughter echoing in the room had also somehow grown deeper. That was enough cause for Twilight to fire her strongest spell at the batch, completely destroying not only the crystal but the wall behind it.

That's when Twilight saw Cadence.

"You!" Twilight yelled and charged at the alicorn. Cadence looked scared and tried to back away just as Twilight tackled her to the ground and aimed her horn at her.

"Wait Twilight, it's me Cadence!" She cried holding her hooves above her.

"The last pony who called herself that sent me down here, so why should I believe you?"

Cadence thought for a moment before finding her answer. "I can prove it, but I need to get up for a few seconds. That's all I ask Twilight!" Cadence gave Twilight a small pleading smile while the unicorn's eyes stared right into hers. A second later Twilight stepped off of Cadence with her horn still on her.

"You get one chance, so make it count." Cadence nodded and slowly got up to her hooves, which gave Twilight enough time to look over the alicorn. Cadence certainly had been in better shape, if the way her coat was covered in dirt was anything to go by. When Cadence got up she turned to Twilight, took a deep breath, and started dancing.

"Sunshine sunshine, ladybugs awake! Clap your hooves and do a little shake!" While she sang this she did the exact moves that Twilight remembered from long ago. When Cadence finished the dance and song she looked expectedly at Twilight while also sagging a little from exhaustion.

Twilight's attitude was much different after seeing that. She straightened up and looked at Cadence for a moment before actually smiling widely and rushing over to her.

"Cadence, that's really you!" she said giving the alicorn a light nuzzle. She backed away and looked over Cadence in more detail and said, "Oh you look terrible. How long have you been down here?"

"I honestly don't know," Cadence said and sat down, "it must be at least a few days though."

"A few days? That means your imposter must have been in Canterlot before the shield went up. Who is she anyway?"

"I don't know, but she seems to have been making sure I'll be alive for some reason. I think it might just be to gloat though." Cadence slumped a little and looked at Twilight. "How did you even find me? She said nopony would ever look for me here."

"That is a result of my genius plan to stop her," Twilight said and sat down as well. "I'll tell you about it later if you want." Twilight looked around at the cave walls and asked, "Is there any way out of here?"

"I saw a light over there a while ago," Cadence said and pointed off to her right, "but I haven't seen it since and I've been too weak to try and go after it." Twilight followed where Cadence pointed and stood up with a look of determination.

"We have to at least try. I'll help you out along the way, but you have to get up." Twilight held out a hoof to Cadence, who took it and unsteadily stood up on her hooves. They both shared a smile and started walking toward where Cadence pointed.

Just as Cadence said, they soon saw a distant twinkle in the darkness of the cave. Twilight led the way, her horn lit up to provide some light to the cave. Actually getting up and moving must have done wonders for Cadence as sometimes she would run ahead of Twilight. Once Twilight thought she heard Cadence singing something.

"_This day was going to be perfect,_

_The kind of day I always dreamed since I was small;_

_But instead of having cake with all my friends to celebrate,_

_My wedding bells they may not ring for me at all!"_

'_She doesn't deserve this to happen to her,'_ Twilight thought as she placed a hoof on Cadence's shoulder to urge her forward. _'I suppose that's even more of a reason to get her out of here. After all of this she deserves the wedding of her dreams.'_

Their walk though the caves beneath Canterlot seemed to last for hours. With only that distant speck of light to guide them they ran through seemingly endless hallways of crystal caves. Eventually they came across a mine rail blocked by rocks. Twilight slid to a stop as she stared at the near useless transportation, though Cadence rushed past her and started heaving her entire weight against the cart to little success. Cadence was crying, no doubt thinking of what could be happening with Shining Armor far above her.

"Come on, move!" Cadence shouted and threw herself against the cart again before sinking just a little on the floor. "Oh Shining Armor, I hope you're alright. That thing wearing my face doesn't care for you, it just wants to use you!" Cadence hit the cart weakly when the rocks surrounding the cart lifted up with an aura of violet magic. She looked back at Twilight who lifted her into the cart and placed her forehooves on it.

"Don't worry Cadence, we'll get there. Just keep an eye on that light," Twilight said and pushed hard against the cart. It gave way just a little and Twilight used her magic to push it more so it started rolling down the rails. When she realized that she held on as tightly as she could as it sped down the tracks in what she will remember as one of the most ludicrously designed mine cart tracks ever. During that insane ride Twilight somehow pulled herself into the cart.

"Twilight, the tracks are missing!" Cadence shouted back at Twilight. A quick look forward proved that and Twilight hugged Cadence tightly just as they were both flung out of the cart and into the air. She cracked an eye open when she realized she was not falling to her doom and found Cadence flying the both of them up.

"Hold on Twilight!" Cadence said focusing solely on the light ahead of her.

"Don't worry, I'm not planning on doing that anytime soon," Twilight replied holding tightly onto Cadence. During the flight Twilight couldn't help but admire Cadence for being able to fly as she is despite her exhaustion.

The flight up passed with relative ease as Twilight could do little more than ease Cadence's muscles with some magic. The two of them got up to their next landing sooner than she thought and Twilight hopped off of Cadence's back and looked around where they landed.

The landing was much more open than the cramped tunnels below. The pit that they flew out of stretched out behind them and to their left and right halfway into the room. Ahead of them they could see the light they had been following shining much brighter than before. Twilight trotted over to the light when a voice echoed from around them.

"The bride said nopony is to get past us," it said and three pairs of green eyes shone from the darkness in front of Twilight. The owners of the eyes stepped forward to reveal themselves, being a mint green unicorn, a white coated pink maned unicorn, and a blue coated unicorn, all in bride's maids outfits.

"Even the bride's maids are evil?" Twilight asked in confusion, "I have not been paying as much attention the wedding as I should have."

Cadence however was busy looking around for something to use against the bride's maids and her eyes landed on the one thing no self respecting bride's maid could resist.

"Look, a bouquet!" Instantly the three unicorn's eyes were on a rotten bunch of flowers Cadence just happened to find on the floor and, much like teasing a dog with a treat, she wiggled the flowers to get their attention. "Do you want it? You want it? Go get it!" And with that last statement she tossed the flowers over the edge on their left and all three bride's maids left after it. Twilight and Cadence could only stand flabbergasted at the results.

"I can't believe that worked," Twilight commented and looked ahead at the light, "I think the exit's just up ahead. We have to hurry if we want to make it." Twilight placed her forehooves on the incline leading up to the light when she noticed Cadence wasn't following her. She turned around to look at Cadence and found the pink alicorn was staring at the spot where the bride's maids had disappeared into the darkness. "Cadence, are you ok?"

"…Yes, I'm fine," Cadence replied and looked at Twilight, "I'm just… worried about them. I hope they're alright." Twilight let a small smile slip at Cadence's reaction, now more than certain this alicorn was the kind and caring foalsitter of her youth. She held a hoof out to the alicorn and helped her up as they started the climb up to the light up above.

It took a good few minutes including the occasional stop for breaks for Twilight and Cadence to reach the top and crawl their way out of the exit. Twilight took a deep breath of fresh air and pulled herself out of the hole. She turned to pull Cadence from the hole as well and they both looked around to find they emerged in a meadow not too far from Canterlot Castle.

"We're really close to the castle! If we run as fast as we can we might be able to make it in time," Twilight said pointing at the castle.

"That's good Twilight," Cadence replied shaking her head a little. "I'm still a little dizzy, so can you lead me for just a little longer?"

"Sure, just give me a second to orient myself." Twilight rubbed her chin and checked the position of the sun, which was nearly at its apex of its ascent. "The wedding was supposed to take place in the westernmost ball room. The sun is rising that way, so… we're not too far from where we should go!" Twilight turned back to Cadence, who was resting as best as she could, and continued, "A couple hallways and a few staircases at the most. We should hurry!"

"Alright, I'll be right behind you," Cadence said with a nod at Twilight. Twilight made sure that Cadence would be able to keep up before leading the way through the castle. They both managed to maintain good speed throughout their sprint, though Twilight slowly started to pull ahead of Cadence and was the first to reach the ball room where the wedding was taking place.

When she got right up to the large double doors Twilight slowed down and pressed an ear against the door to listen on the ceremony. The thick oaken doors wouldn't allow anything more than a light murmur through though, leaving Twilight with the only option of going through uninformed. With hardly any time to think it through Twilight turned around and bucked the doors wide open.

"Stop!" she shouted as loud as she could into the room, causing everypony in the room to turn and stare at her. Her eyes swept the room and she recognized several of the Canterlot higher up intermingled in the crowd, her parents among them. Straight ahead of her though, in front of Princess Celestia and next to Shining Armor, was the mare who had caused all of this and she started walking through the room.

"Twilight Sparkle?" she heard Princess Celestia ask in surprise.

"Twilight!" Twilight glanced over at her friends situated behind the imposter Cadence. They were each in a different dress, no doubt made by Rarity, and she saw Applejack and Rarity staring in surprise while Fluttershy and Pinkie were a mix of that and happiness with Pinkie being the happiest.

'_No Rainbow Dash. She probably overslept again. I hope she'll be here soon,'_ Twilight thought and returned her attention to the bride as she stopped at the steps of the landing. While the imposter's demeanor was calm Twilight could see the panic in her eyes.

"What are you doing here?" she asked turning toward Twilight.

"I'm here to do what I told you earlier!" Twilight yelled back stomping a hoof, "I'm here to stop this wedding!" Nopony had expected her to say that as everypony but the bride and Shining Armor gasped in shock while Twilight pointed at the bride and looked around the room. "That mare is an imposter! She kidnapped the real Princess Cadence and locked her out of sight and out of mind so she could take her place in this wedding!" She lowered the hoof and glanced at Shining Armor, who hadn't even reacted to all of this since Twilight entered the room. "And I think Shining Armor is the reason for this whole plot."

"Twilight," Applejack spoke up suddenly and took a few steps towards Twilight, "don't ya think you're overreacting a tad? Ah know he's your brother and all, but isn't-?"

"Maybe before last night, but after what happened this morning I'm more than certain. I can prove it too."

By this point the bride had clearly had enough and shouted, "Would somepony get this mad mare out of here so we can continue my wedding?"

"It's not your wedding," shouted a very similar voice behind Twilight and the room once again turned to the entrance to see Cadence, "It's mine!" Once again the room was filled with the sounds of mass confusion as Cadence walked down the aisle with more than a few instances of 'The princess?' and 'what is going on?' following her.

Then all at once all eyes were on the bride, her eyes and jaw wide open in surprise, doing little more than trying to spout vague defenses. Even those stopped when Twilight turned back to her with that smile she gave her earlier.

"I told you you'd lose," she said, "no matter how hard you try to hide it, the truth will always find its way to the light."

"I-I," the bride sputtered trying to regain her footing.

"What is going on?" Princess Celestia asked, her eyes burning into the imposter Cadence.

"Exactly what Twilight said," Cadence answered, "that mare took my place to steal Shining Armor away. I don't know for what, but it's definitely for ill intent!"

"So much for your 'perfect day' huh?" Twilight finished.

"ENOUGH!" the bride yelled and slammed her forehooves onto the floor hard enough to crack the marble, "So you ruined one of my plans, that's hardly a hurdle! Every good strategist has a backup plan and I have _plenty_ of those!" The bride's eyes glowed bright green and suddenly she was surrounded by green flames. The fire domed around her and everypony could see the bride's form being eaten away and replaced with something decidedly non pony. Her pink coat was replaced with hard black and her hair turned into string green. By the time the flames fell away the bride was completely transformed, a hideous grin on her face with sharp fangs showing through.

"What is that thing?!" Rarity cried out in alarm.

"I know what that is," Cadence said, "that's a Changeling."

* * *

><p>Away from the stunning revelations at the wedding was Rainbow Dash, napping on a cloud and missing on all the fun. Unfortunately for her that wouldn't last since she was brought back to the land of the waking by a thunderous boom.<p>

"Ugh, stop that Twilight," Rainbow said batting at thin air, "I'm sleeping." The boom sounded again and this time Rainbow sat up rubbing her eyes. "Alright already, what did you want Twilight?" By here Rainbow was awake enough to realize that Twilight wasn't there, leaving the pegasus to scratch her head in confusion. That is, until she heard a sharp crack over head and looked up.

"What in the hay?!" she shouted and stumbled off the cloud. She barely fell a few feet before she caught herself in a hover and stared at a really big problem.

Far over head was a swarm of creatures Rainbow had never seen before bashing against the shield. Somehow they were actually making enough of an impact that they cracked the shield.

"That is not good! That is really not good!" Rainbow shouted and shot toward the castle, making it inside just as the swarm broke through the shield.

* * *

><p>"A Changeling? What is that?" Twilight asked Cadence.<p>

"It's a creature that feeds off of love. They suck out all the love like a parasite, leaving only an empty husk when they're done," Cadence replied looking over the Changeling. "They usually move in hives though, so I'm guessing she's the queen of the hive."

"Indeed, you can call me Queen Chrysalis of the Changelings," the changeling said with a small air of pride, "and you're also right about my hive. Even now is working on breaking the shield that covers your city. If I may say so myself, my plan was quite an ingenious one."

"What do you want?" Twilight asked, "why would you go through all this trouble to take Cadence's place?"

"Love, of course." That grin on her face hardly fell as she paced a little in front of the crowd, "Equestria has an excess of love, enough to feed my subjects for several decades. So I asked myself, why not take as much as we wanted?"

"And Shining Armor? What about him?" Cadence asked.

"He's just a bonus, though I will admit that I have never met anypony with as much love as him. So much so that I might just keep him." Just then a booming sound resonated throughout the castle, followed by another one a second later.

"What was that? What's that sound?" the crowd cried out in panic.

"That would be my subjects. It won't be long now until that shield comes down."

"As amusing as your speech is," Celestia interrupted, "I feel it's gone on long enough. You're scheme has been revealed and I think it's time to stop it." Celestia unfurled her wings and lifted up into the air as her horn started glowing a bright yellow. "I will not let my little ponies come to harm!"

Celestia then fired a beam of magic at Chrysalis, who fired a beam of her own. The beams met in a shower of magic sparks, yellow fighting back against green. Both combatants were so locked in their struggle that they didn't notice, the shattering of the shield outside, the sound of mass panic in the crowd as they ran out of the room, or especially a very panicked Rainbow Dash who just flew into the room.

"Problems! We have major problems!" Rainbow yelled landing next to Twilight.

"Where the hay have you been?!" Twilight screamed at Rainbow.

"I should ask you that too!" Rainbow yelled back and pointed at Chrysalis, "And what the hay is that thing?! Why are there a bunch of black things bashing their way into the city?!"

"Alright, short version is-" just then Twilight was interrupted by a massive bang and a flash from where Celestia and Chrysalis were fighting and everypony turned to see Celestia collapsed on the floor next to Twilight. In less than a second Twilight and her friends were by the fallen princess with shouts of "Celestia!"

At least Celestia was still breathing, though her horn was incredibly singed from the battle. Twilight nudged Celestia and was relieved to hear a small groan from her teacher. Then she heard a cackling laugh from the Queen.

"Shining Armor's love has made me more powerful than ever!" She shouted and raised her arms in triumph. "Equestria is mine!" In that moment, Twilight gritted her teeth together and stared intensely at Chrysalis. As she stood up slowly she heard Celestia saying something.

"Twilight, you and your friends have to go get the Elements of Harmony," she said and looked up at Twilight. Twilight didn't respond and Celestia, Cadence, and her friends gave her a look as she continued staring at Chrysalis as her horn started glowing.

"Twilight?" Rainbow asked and tapped Twilight on her shoulder. The unicorn responded in a way nobody there expected.

"You… BASTARD!" Twilight shouted and jumped over Celestia and disappeared in a flash of purple. When she reappeared it was right in front of Chrysalis, who only managed to see Twilight for a split second before she landed a solid punch on her face. The queen stumbled backwards as Twilight landed and tried to throw another punch only for it to be blocked by a green shield. That threw her off balance enough to give Chrysalis time to counterattack.

She had barely had enough time to see Chrysalis swing her horn upwards and shut her eyes before she felt it slash across her face. Twilight yelled in pain and she suddenly felt herself being blown across the room. She heard Rainbow Dash call her name and a second later she felt somepony catch her and the both of them tumbled on the ground. When they settled Twilight managed to roll onto her stomach and look at a winded Rainbow Dash next to her with the rest of her friends approaching behind her.

"Twilight, are you ok?" Pinkie asked moving to her side with Fluttershy. Pinkie managed to help Twilight to her hooves while Fluttershy gasped when she saw Twilight.

"Twilight, you're bleeding," she said and pointed at a cut above Twilight's eye. Twilight touched her forehead and felt a bit of wetness and pulled it away to see it red. "Are you going to be ok?"

"Yes, I'll be alright," Twilight reassured Fluttershy and looked at Rainbow, "are you ok Rainbow?"

"Yeah, just a little winded," Rainbow replied, "I've taken worse falls flying."

"That's good. Are those my bags?"

"Huh? Yeah, I've been holding on to them for you. Why is that-?"

"Is my journal in there?"

"Well yeah, it's where it always is. Why are you-?" Twilight didn't give Rainbow an answer and started digging through her bag and pulled out her journal.

"Yes, that will do," Twilight whispered weighing the book in her magic and flipping through the pages. "Listen girls, I need you all to go get the Elements."

"What?! And what about you?" Rainbow asked.

"I am going to take this book and I'm going to use it to squish that bug." Twilight looked at every one of her friends and said, "While I'm doing that, I need you all to go get the Elements. If I can't beat her we might still have a chance with the Elements. Do you all understand?"

"Of course," Applejack said, "but can ya really handle this on your own?"

"Of course I will Applejack. Now go!" Applejack nodded at Twilight and looked at the others.

"Alright girls, you heard Twilight! Let's go get them!" Rainbow Dash was the first out of the room, followed by Fluttershy after she discarded her dress. Rarity caught Fluttershy's dress along with Applejack's and Pinkie's with a look of distress. After she got her hat on Applejack looked at Twilight and said, "And Twilight, we need to have a long talk when this is over."

"Of course we will," was Twilight's response as she started walking toward Chrysalis.

"Twilight…" Pinkie's soft voice stopped Twilight in her tracks so she could look at her pink friend. "I…"

"Pinkie, please," Twilight said in as soft a tone as she could, "I promise we can talk as much as we want when this is done." Pinkie looked at Twilight sadly before nodding and running out the door with Applejack, Rarity following soon afterwards without the dresses. Then Twilight looked back at Chrysalis and a number of changelings that had entered the room while she was talking with her friends.

"You knocked out one of my fangs pony," Chrysalis told Twilight and licked the spot with the missing fang with her tongue.

"Good," Twilight replied and undid the clasp on her cloak and tossed it aside, "I only hope you don't grow attached to the rest of them."

"So you really plan on fighting me after seeing what I did to your Princess Celestia? You're either brave or very foolish."

"You just caught her off guard. I guarantee in a straight fight Princess Celestia would win handily. Plus you're supercharged on magic, but charges run out." Twilight watched as several changelings surrounded her as she held up her journal in front of her.

"As I said, brave or foolish."

"You know, I always have to hold back just a little bit when I use my magic. I've gotten so good at it that I only really lose control when I'm really angry." Twilight then closed her eyes and took a deep breath. "I won't do that here, because…" When Twilight opened her eyes, she saw Chrysalis and some changelings back up nervously. She wouldn't find out until later that it was because her eyes had changed from their usual dark purple to a vivid, angry orange.

"…You've really pissed me off."

* * *

><p>Even though Rainbow Dash had been eager to get the current crisis over with, she had waited for her friends to catch up so they could move together. Outside the castle was utter chaos with Changelings flying around the skies fighting the pegasi royal guard and the cries of alarmed ponies in the distance. Rainbow had been in front of the group making sure the path ahead of them was clear.<p>

It was for the most part until they had reached a plaza filled with at least fifty changelings blocking the way. When they had spotted the ponies they all immediately grinned and took the form of each one of them.

"Uh oh," Rainbow Dash said and looked down at her friends, "I think we took a wrong turn somewhere."

"No, we didn't," Rarity said, "the way to the Elements is through that crowd."

"Then ah suppose there's no way but through them," Applejack added adjusting her hat.

"This isn't good, there's so many of them," Pinkie whispered and shut her eyes for a moment.

"We can find a way around if you want to Pinkie," Fluttershy offered the pink pony only for her to shake her head.

"No, I'll be fine," she said and opened her eyes and steadied her hooves on the ground. It might have just been Fluttershy's ears playing tricks, but she could have sworn Pinkie's voice sounded slightly different. "I'll be fine." The disguised changelings started spreading out in front of the ponies, the earthbound ones forming a solid line while the pegasi blocked the air.

"Argh, this suspense is killing me!" Rainbow shouted and shot forward to land a punch on one of her copies, which served to start an all out brawl in the plaza. Some of the flying changelings swarmed onto Rainbow Dash trying to force her onto the ground while the others focused on the other ponies. Though they did manage to weigh her down a little Rainbow managed to shake her attackers off and focused on taking them out. Though she was more focused on her own fights, Rainbow managed to catch glimpses of her other friends during the chaos.

Applejack was managing to hold her own well enough as her rodeo and apple bucking skills proved very valuable. She hopped effortlessly from changeling to changeling landing kicks on every one she could. Judging by how every changeling she got dropped its disguise and didn't move afterwards, Rainbow was glad she had never really gotten on the farm pony's bad side.

Rarity must have cannibalized one of her own dresses since she fought off the changelings with a long band of ribbon. Rainbow could hardly follow Rarity's movements as she fought; it was like the fashionista was dancing through the crowd in a whirlwind of hurt.

Rainbow never did see enough of Fluttershy during the fight, but she could assume she was helping in as nonviolent a fashion as possible: misdirecting the enemy, confusing them, anything to make the fight easier for the rest of them. For all of that, Rainbow was certainly proud of the timid pegasus.

Pinkie was definitely the biggest surprise to Rainbow. She had expected the party lover to treat the whole fight as a game of tag; instead Pinkie was probably the most straightforward and brutal of all of them. She didn't pull any punches or kicks of any kind and she was also very certain she went out of her way to _break_ some of the Changeling's limbs. While Rainbow already knew that an angry Pinkie was something to be scared of, she probably would never forget the screams of pain from the changelings and Pinkie's occasional angry shouts.

Rainbow herself wasn't doing too badly, even though she was very much inexperienced with actual fights. As far as Rainbow could see, if a Changeling got grounded it was probably no longer a problem. After one mistake of patting herself on the back she nearly got her clock cleaned by a copy of her, though she did manage to catch its hoof and throw it down to Applejack.

"AJ, heads up!" Rainbow shouted down to the farm pony. When Applejack looked up and saw the changeling coming her way she reared up and gave it a good solid kick to the face, knocking it out instantly. Applejack gave Rainbow a nod and refocused on the dwindling changelings on her side.

Rainbow just had one last changeling in the air to take care of and it was easily dealt with. Her friends on the ground were almost done as well and she joined in helping them down there. She would later be glad for this, since it meant she could see one of the most amazing finishers in a fight.

"Pinkie, look out!" Rarity shouted and snagged the last of her copies with her ribbon. The changeling tried to fight its way out but didn't have enough time before Pinkie saw it and ran toward it. Rarity retracted her ribbon in time for Pinkie to jump, kick the changeling in the face, and send it flying through a nearby window. With no more changelings immediately attacking them Rainbow and her friends were afforded a small chance to catch their breaths.

"I think that's the last of them," Rainbow said cautiously.

"For now," Applejack added, "We should get moving. More might show up if they saw that ruckus."

"Fine with me," Pinkie said and started to lead the way, "the less of them we have to fight the better." Rainbow Dash shared a look with Applejack, Rarity, and Fluttershy watched her friends follow Pinkie. Rainbow flew up in a hover and started to follow when a small glint caught the corner of her eye. She followed it and found the glint to be coming off a pair of guard gauntlets. Rainbow landed next to them, raised an eyebrow at them, and nudged them slightly with a hoof.

'_Must have been dropped during the chaos,'_ Rainbow surmised. She looked around the street, finding only unconscious changelings, and picked them up carefully. She started flying after her friends while trying to get them on. _'I'm only borrowing them for a bit. I'll give them back when we're done.'_

* * *

><p>The changelings only faltered for a moment before they rushed Twilight. Sheer numbers might have helped their odds, but not by very much. The first one got a magic shrouded book the face and launched it back into the crowd. The rest of the fight was a blur of smashing books, biting fangs, and frenzied spells. The changelings seemed to be driving Twilight back into a corner and they pushed back as hard as she tried to fight out of it.<p>

Then Twilight got an idea. It was a long shot, but it might work to get rid of all or most of the Changelings. She fought off the changelings until she had enough space for a shield spell. She managed to use her journal as a focal point for the spell so the shield would keep its strength while she gathered magic in her horn. The changelings throwing themselves at the shield weren't helping her concentration though.

Chrysalis was more than pleased at how well her changelings were faring, as that little pile around Twilight proved. The unicorn had obviously bitten off more than she could chew on this one. She looked up at Princess Celestia in her new cocoon and motioned at the pile.

"So this is your best student?" She asked and laughed, "She's hardly putting up a challenge." Celestia glared at the Changeling queen and looked back at the pile. That's when they both noticed a purple glow between the squirming changelings growing brighter every second. The next moment the whole pile exploded and the changelings who weren't thrown against the walls unconscious found themselves suspended in a purple aura of magic with Twilight in the middle of it all.

The unicorn's glare at the Changeling queen was nerve wracking and Chrysalis took a step back. Then Twilight threw her head back and tossed the changelings in her telekinetic grip against a wall, after which only a few were able to move well enough to escape. Twilight let out a breath and flipped open her book.

"That was a bit of a workout," she said mockingly at Chrysalis, "do you have any more?"

"You think you're so powerful, don't you?" Chrysalis shouted and walked down the landing toward Twilight, moving a bound Cadence out of the way telekinetically. "Well let's see how you fare against me, little pony!"

"I'm scared." Twilight shut the book and lowered into a ready position, wiped some blood from above her eye, and scraped her hoof against the floor. Chrysalis simply rolled her shoulders and lit her horn, intent on staring down the unicorn.

"Since I'm such a nice girl, I'll let you go first," Chrysalis said mockingly and grinned, "After that pitiful performance, it's the least I can do."

"Listen bug, you can wax on wax off all you like, I'm still kicking your _**ass!**_" Twilight then took off toward Chrysalis in a gallop and the queen put up a shield. Then Twilight teleported and reappeared to Chrysalis' left, catching the queen of guard. She tried to readjust her shield, but wasn't fast enough when Twilight landed a punch.

Chrysalis' magic faltered and stumbled a little when she saw Twilight teleport in front of her and swing her book at her. The book hit her harder than it should have and Twilight managed to land a few solid hits before sweeping Chrysalis' legs out from under her. Chrysalis was quick to recover and charged Twilight with her horn charged up and firing spells at the unicorn.

Twilight managed to deflect the first few spells, but one of them managed to slip past and stun her enough for Chrysalis to close the distance and tackle her to the ground. The Changeling queen stood over her and tried to stomp a hoof down onto her head, only for Twilight to block it with her book. Chrysalis put as much of her strength into pushing the book out of her way and was suitably surprised when the book started pushing up against her.

Soon Twilight managed to deflect the hoof away from her and aim her horn at Chrysalis' stomach and fired a powered up version of a basic fireball spell. The force knocked the Queen off of Twilight and gave her enough room to teleport away while Chrysalis screamed in pain. Soon both fighters got each other back into each other's sights and stared each other down again.

"A soft undercarriage huh?" Twilight asked and scraped a hoof against the floor, "I guess that exoskeleton doesn't cover everything huh?"

"This matters little Twilight!" Chrysalis yelled stomping a hoof, "my victory is already assured! This is just a game to me!"

"You sure love the sound of your voice, don't you?" Then Twilight charged again for another round.

* * *

><p>Rainbow Dash had managed to get the gauntlets on with little trouble and managed to figure out how they worked on the way to the Elements chamber. Applejack gave her athlete friend a few weird looks along the way, but decided it best not to question the pegasus' methods. It was only a short dash until they were standing in front of the doors into the Element's chamber.<p>

"Finally, let's get to it!" Rainbow shouted and flew up to the doors and shoved them open. The bull headed approach once again proved to be a bad idea as the inner chamber was _packed_ with changelings. Rainbow landed next to her friends as they stared down all of them, the changelings waiting for them to move.

"This is hardly good," Rarity commented and looked at Applejack, "I don't think we can fight all of them."

"I don't know, I think I can take the ones on the right," Pinkie commented sarcastically.

"We still have to get through them somehow," Applejack said and adjusted her hat, "otherwise how are we supposed to stop these things?" They all watched the changelings fly around and communicate in their own language, still waiting for the ponies to make move. That's when they heard the sound of more of them coming up behind them.

"Oh no, not now!" Applejack said and looked back at the newly arrived swarm.

"Ok, now we might have a problem," Pinkie added.

"What are we going to do now?" Fluttershy asked scooting closer to Rarity.

"Best way out I can see is getting back to Twilight," Rainbow said and looked at Applejack.

"What about the Elements?" Applejack pointed out.

"We can't fight off all these chumps, they'll be all over us the second we move. If we can get back to Twilight we can come up with a new plan to deal with these guys." Applejack met Rainbow's eyes and shook her head.

"Ah don't like this, not a bit."

"Same here, but what else can we do?" Applejack thought Rainbow's word for a second and nodded slowly.

"You might be the only one of us fast enough to get past all of them though, so why don't ya go do that while we try for the Elements?" The Changelings must have started to get impatient since they started to advance on the ponies while hissing loudly.

"That depends; are there any complaints?" Rainbow asked the others.

"It's about our only option at this point," Rarity said watching the slowly advancing changelings.

"I'm with her," Pinkie said shaking out fatigue in her right arm.

"Be careful," Fluttershy contributed softly.

"Alright then, we'll try and keep them off your tail Rainbow," Applejack said and scraped her hoof along the pavement, "and if that queen is still there, give her a kick to the teeth from me."

"Gladly," Rainbow returned with a smirk and stretched her wings out, "and don't go easy on these chumps!" With that Rainbow Dash kicked off and shot straight through the changeling swarm in front of her, which startled the changelings enough that they all charged the group of ponies with a few breaking off to go after Rainbow Dash.

"Come on, test me!" Pinkie shouted loudly and charged into the swarm as Rainbow flew through the castle. The changelings that had followed her had no chance to keep up with her and Rainbow was more or less in the clear and on her way back to Twilight.

The flight through the castle hallways went by in a near flash for Rainbow Dash and soon enough she could hear the sounds of Twilight and the queen fighting nearby. The door to the room was still open and Rainbow landed softly and peeked into the room.

Inside she saw Twilight and the queen locked in a melee, Twilight's book and the queen's horn constantly hitting and bouncing off each other until they locked together. They pressed against each other and Twilight started to lose ground. Chrysalis smirked and pressed down further onto Twilight certain of her victory, at least until Rainbow Dash flew in and landed a kick on her face. Twilight managed to break the lock and fire a spell at Chrysalis' chest, knocking her back into a wall.

"I guess I came at the right time huh?" Rainbow asked and landed next to Twilight.

"I suppose," Twilight replied and glanced at Rainbow Dash, "where are the Elements?"

"It was a bust. There were too many of those things around the Elements. I managed to get away while the others held them off. Don't suppose you got a plan egghead?"

"I've been working on it. Those are guard gauntlets right? Do you know how to use them?" Rainbow lifted a leg and extended the blade out.

"I figured that out, the rest is just swinging right?"

"For what I need it will be. Keep the queen busy for a while ok?"

"Can do Twilight!" Rainbow flew up into a hover and shot over to the Queen as she was getting up from her latest knocking around and swung the sword down on her horn. Chrysalis managed to deflect it and dodge out of the way of the follow up strike. She skidded to a stop and watched the pegasus extend the other sword and stare her down.

"You want a fight too? I'm unfortunately busy with your unicorn friend, so get out of my way!" Chrysalis yelled.

"Sorry, I can't wait for that cockroach!"

"I am not a bug!" Chrysalis charged at Rainbow and tried slashing at Rainbow with her horn, only for her to dodge out of the way and try and land a few strikes of her own.

While Rainbow and Chrysalis were engaged Twilight made her way to Cadence and worked on undoing her bonds. Cadence started struggling against them until they were broken and she rolled onto her stomach to look up at Twilight.

"Listen, can you try and get Shining Armor out of whatever trance he's in? If you can do that we'll keep the queen off you," Twilight said motioning toward Shining Armor still standing in place.

"Y-yes, of course I can," Cadence replied looking at Shining Armor and back at Twilight, "But Twilight, your eyes…"

"Don't worry about that, just focus on Shining Armor!" Twilight turned back to Chrysalis and Rainbow and charged at them, leaving Cadence to get up and walk to Shining Armor.

Rainbow Dash was preoccupied with dodging everything the queen was throwing at her and she hardly had time to think of a way to counterattack. When she saw Twilight charging back at them Rainbow got one of her patented crazy ideas and withdrew her swords. Chrysalis saw the opening and attacked only for Rainbow to dodge downward and start flying around her. Rainbow flew so fast Chrysalis was essentially trapped in a tornado until Rainbow grabbed one of her legs. The speed that Rainbow put into flying suddenly went into Chrysalis as she spun around until she got thrown at Twilight. The unicorn slowed down and swung her book as hard as she could at Chrysalis, landing a perfect hit and sending her flying across the room and into a wall.

"Fifteen love!" Twilight shouted happily.

"What?" was Rainbow Dash's response.

"It's a tennis joke, now come on!" Twilight ran past Rainbow and the pegasus followed her to the queen.

"That's it!" She shouted at the pair, "This has gone far enough!"

"Shut up!" Rainbow yelled and swung a blade at the queen.

Cadence on her side was having a slightly difficult time waking Shining Armor up and eventually settled for a simple spell. She touched her horn to his and focused it into him. After a few seconds Shining Armor blinked his eyes and held a hoof to his forehead.

"C-Cadence?" he asked on seeing the alicorn, "where am I?"

"Still in Canterlot, but that's not important right now!" Cadence said and ducked as Rainbow went flying into a wall behind the couple.

"Ah! You dirty cockroach!" Rainbow yelled and flew back over Cadence and Shining Armor, their eyes following her.

"What is that thing?" Shining Armor asked on seeing Chrysalis.

"A large threat to everypony," Cadence answered and held Shining Armor's face, "you have to cast the shield spell again!"

"A-alright, give me a second." Cadence stepped away from Shining Armor and saw his horn glow for a second before cringing from pain. "Argh! I'm too weak to cast it! I don't know what to do!"

"I'll help you," Cadence said with a nod, "with my power added to yours it should be enough."

"Yes, you're right! Let's do it!"

Back at the fight Chrysalis was on the receiving end of a beat down. Swords and a powered up book constantly struck her and threw her off balance. Suddenly it stopped and she looked down to see Twilight and Rainbow both coming at her, then she felt a hoof and a book uppercut her into a nearby window. The glass cracked under her weight and she slid to the floor.

"Geez, this thing really is a cockroach," Rainbow said breathing heavily, "It won't go down!"

"I think we bought enough time though," Twilight replied and looked over at Shining Armor and Cadence, when Rainbow looked over she saw that they were engulfed in some kind of magic spell and were slowly levitating off the floor.

"What are they doing?!" Chrysalis shouted and tried to get up, only to get a book to the head for the trouble.

Then things got really bright. Shining Armor and Cadence were engulfed in a bright pink light and that light soon shot forward as some form of barrier. Chrysalis hardly had time to give a surprised cry when she got hit by it and was flung though the window she landed against. Twilight and Rainbow were a little shocked when it passed through them harmlessly and they looked out of the window to see the changeling army flying into the distance.

"Yeaaaah! Eat that chumps!" Rainbow shouted out the window and flipped happily in the air. Twilight for her part took a deep breath and shut her eyes, their colors returned to normal when she opened them. "That was awesome Twilight! Just plain awesome!" Rainbow landed and pulled Twilight into a tight hug.

"Thank you Rainbow, it was nothing though," Twilight said and pulled out of the hug and grabbed her saddle bags from Rainbow's back. Rainbow looked in confusion and followed her friend over to her cloak.

"What's up Twilight?" Rainbow asked carefully. Twilight picked her cloak up and threw it over herself, making sure the clasp was secure before putting her journal back into the bag and putting them on.

"We've drawn too much attention to ourselves Rainbow. I doubt Canterlot will remain safe for very long now." Twilight felt she didn't have to make her point any more clear and looked at Rainbow Dash.

"Wait, you mean you want to leave?!" she asked incredulously. "After all this crap we just did to see your brother's wedding you just want to leave when it's about to happen?"

"What do you want me to say Rainbow?!" Twilight asked back, her voice angry and sad at the same time. "I'd be more than happy to know they got married with or without me, but I'd never forgive myself if anyone here got hurt because of us!" Rainbow took a step back and looked at the ground, trying to find a counter argument.

"We could at least stay for a little while, help get the wedding back on track."

"And when would that be? A day or two? There's too much to do and we can't do it all before nightfall."

"Twily?" Both mares perked up and looked at Shining Armor and Cadence as they walked up to them. "What's going on? You seem intent on something."

"Well, that's um…" Rainbow started and looked at Twilight for help.

"I'm sorry BBBFF," Twilight said quietly.

"Sorry?" Cadence asked, "For what?" At that Twilight looked up at both of them and smiled softly.

"I guess I won't be able to see your wedding after all." Everypony looked at Twilight in shock.

"Won't…? Twily, what do you…?" Shining Armor stepped toward Twilight and extended a hoof toward her.

"Goodbye." Twilight turned away from Shining Armor and leaped at Rainbow. The second she held onto her they had both disappeared in a bright purple light. They reappeared high above Canterlot and promptly started to fall toward Canterlot.

"What the hay?!" Rainbow shouted.

"Fly you fool!" Twilight shouted back and held on tightly.

"Dangit Twilight!" Rainbow held onto Twilight and started flying to the north, the only sign of their departure was Rainbow's signature trail following her. They flew for a few minutes in total silence until Rainbow spotted a lone cloud in the sky and flew over to it. Twilight's horn shown for a second and Rainbow dropped her off on the cloud and looked at her angrily.

"Why did you do that?!" Rainbow shouted and flew circles around Twilight, "Why did you do that? We could have stayed for a little longer and… helped out a little or something! Why did you do that?"

"I know Rainbow," Twilight replied and looked the pegasus in the eye, "this isn't the right thing to do. Running away isn't even close."

"So why are we?" Rainbow asked as she sat down on the cloud next to Twilight. "I'm worried about our friends and everypony who could have gotten hurt in Canterlot. I want to make sure they're all ok."

"I do too Rainbow. I want to see them and say so many things to our friends, but we just can't. Not yet. All I could do was leave a letter behind for them. They'll probably be angry, but I hope they'll at least understand."

"I guess," Rainbow relented and sighed. She then leaned toward Twilight and turned her head to look at her cut. "We should get that cleaned up, or it'll get infected."

"Oh, right. I think I remember how to clean cuts."

* * *

><p><em>Dear Princess Celestia,<em>

_Today I learned a little more about trust, specifically how much it hurts when you have to break it. My friends trusted me in that I was telling the truth about this journey Rainbow and I were on, but now they know that I've betrayed that trust._

_I did it for the best of intentions, but that doesn't necessarily excuse the fact we did it. I've chosen my path and all I can do is continue to walk it until it ends. Maybe by the end of it I'll be able to work on regaining that trust again._

_Your faithful student_

_Twilight Sparkle_


	19. Bedtime Stories

"Well, another day on the road. Rainbow and I put as much distance between us and Canterlot as we could." Twilight glanced up at the blue sky as she wrote her thoughts down in her journal. Somewhere up there she saw the bright streak of her pegasus friend. "It's been about three days since the wedding and the changeling attack. During one of our quick stops we read that Shining Armor and Cadence will postpone the wedding until all the damage in the attack has been repaired. I really wish I could be there to help.

"Rainbow Dash also filled me in on some of the… changes I underwent when I was fighting the changeling queen. I've never felt so angry in my life and it seemed to show in more ways than just my actions. I wonder if it was me becoming aware of Cheshire that caused it or if I was always capable of it. If the latter is true then I wonder if everypony is capable of doing so? Just another mystery to add to the pile I suppose. I'll have to think about that after we've plotted our course for the near future. At present, I have another matter to deal with."

"Yahoo!" cried an excited Rainbow Dash over Twilight's head and she looked up to see the pegasus fake fighting with her sword gauntlets against some imaginary enemy, complete with fight noises.

"That being Rainbow Dash and her fascination with her new weapons," Twilight concluded and put her journal and quill away safely and looked up at Rainbow Dash and yelled, "Be careful, those aren't toys!" Rainbow Dash withdrew the blades and floated down to Twilight.

"I know that! I'm just practicing with them!" Rainbow Dash defended and shook one of her forelegs, "You said yourself that I need to actually get better with these if I want to use them effectively."

"If I had known your idea of 'practice' meant swinging those wildly like a foal I would have thought differently," Twilight returned and shook her head lightly. "That being said, you are right. You do need practice and I think I might know the best way to do that."

"Really, you actually know how to train with swords?" Rainbow Dash said and landed next to Twilight and prodded her lightly with an elbow. "You never struck me as the type to do something like that, especially with the way you trounced that bug with nothing but magic and a book."

"I never said I trained with swords, I just happen to know of an exercise you can do to sharpen or in your case develop the skills needed to utilize those weapons properly." Twilight laughed a little at the look Rainbow gave her and looked up at the sky to judge the time. "It's just about noon. What do you say we stop for lunch and I'll show you just what I mean?"

"That sounds like a plan," Rainbow Dash agreed and flew up to find a good spot to lie down. Soon she found Twilight and said there was a good sized field not too far down the road, which Twilight soon reached on hoof. They sat down and had a suitably fulfilling lunch, at the very least better than canned alfalfa, and when they were finished Twilight got to explaining the exercise she was thinking of to Rainbow Dash.

"So all you need me to do is hit these targets you'll be making and that will make me better with these?" She asked for clarification and tapped one of the gauntlets.

"More or less, but don't think it's going to be easy. These exercises were meant for guard trainees, so they're bound to be tough. I can probably slow down the targets so they would be at your speed, but that won't last for long."

"Oh don't worry about that, you remember who you're talking to remember? I'm sure I'll get the whole thing down pat in a week." Twilight couldn't help but smile at Rainbow's own brand of bragging and pointed out to the middle of the field.

"Well then, why don't we get started? Leave your cloak here and go stand out there. I'll send a target your way and we'll see how you fare." Rainbow Dash did as told, leaving the cloak next to their saddlebags and waited for whatever Twilight would do.

"Are you ready Rainbow Dash?" Twilight called over and lit her horn up.

"Yeah, just go ahead and-" Rainbow Dash stopped when a flash of blue shot past her head, with a small yelp from Twilight being the only thing to signify it came from her direction. Rainbow Dash looked behind her to see nothing like what shot past her and said, "What the hay was that?"

"Sorry! I'm sorry, I messed up!" Twilight shouted and waved a hoof at Rainbow, "I haven't really cast this spell before, so just give me a second to dial it in."

"Oh, alright," Rainbow said back, "those things can't hurt me right?"

"Of course they can't hurt you," Twilight said and quietly added, "Probably."

"What?"

"Nothing! Let's try that again." Twilight braced herself and her horn lit up again. Rainbow Dash did the same, looking a little more worried than she had before, and extended one of the blades in preparation.

* * *

><p>It was a very rare sight to see Rainbow Dash looking very tired after an exercise, so Twilight felt strangely lucky to see that. They had been running through this exercise for about an hour or so when Twilight called a break and gave Rainbow a canteen.<p>

"It's not quite like flying, huh Rainbow?" Twilight asked when Rainbow gratefully grabbed the canteen and sat next to her friend.

"No, it's not like any exercise I've done," Rainbow answered and took a large drink from the canteen, "and you said the guards do this all the time?"

"I think they prefer to spar, but yes it does help with their skills. I should also point out that they do that with the spell moving much faster." That piece of information caused Rainbow Dash to fall on her back with an annoyed moan.

"What is wrong with them?" she asked and took another drink from the canteen, "Is it because they train for so long? How long does it take to train as a royal guard anyway?"

"Well…" Twilight rubbed her chin and thought for a moment before saying, "Shining Armor started cadet training around the same time I started studying under Princess Celestia. So they probably train for years until they're ready for active duty."

"Ugh, well let's hope I don't take as long to figure these things out," Rainbow said giving Twilight the canteen and rolling onto her hooves, "So should we do some more of that? I'm ready if you are."

"That sounds good. We'll do one more round before we get moving again." Twilight stood up and stretched her legs a little before walking back to where their saddlebags were and turning back to Rainbow Dash. The pegasus stood up and gave her a small nod as she extended one of the blades and Twilight lit her horn up. "Now don't flinch this time."

* * *

><p>The following two days followed much the same schedule for Rainbow and Twilight. After waking up and eating breakfast they spent a couple hours walking until lunchtime. After eating they would then eat and practice for a few hours, and Twilight was glad to see Rainbow was making slow progress. On their morning hike on the third day they found themselves in the middle of a heated debate.<p>

"Why are you making such a big deal over this?" Rainbow Dash asked and took off in a light hover, "it's just supposed to be funny."

"I know that, but you see it all the time in books and the like," Twilight replied, "You know, like where a table or cart is just weighed down with all kinds of luggage or something and you can hear it groaning under all the weight, but it still somehow holds it all. And then a tiny leaf floats onto it and then the whole thing collapses on itself. That kind of thing just bugs me, even if it's for the sake of comedy."

"You choose the weirdest things to be stingy about Twilight. Do you remember that one time we had a picnic and you threw a fit over cupcake frosting or something?"

"The frosting was uneven Rainbow! Stuff like that just bugs me to no end."

"See, you choose the strangest things to get upset over. I mean, who but a total neat freak gets upset by uneven frosting? Watch out for that snare trap."

"What snare tra-?" Twilight's question was answered immediately when stepped into said snare trap and found herself hanging upside down with her legs in a knot. It took a few seconds, and Rainbow Dash barely able to hold her laughter, for her to understand what happened and start thrashing around angrily. "This is so stupid! The second I find the cabbage brained idiot who set up all these traps, I'll make him pay for every moment of dizziness I suffer through!"

"Well… this is a little awkward," a voice said behind Twilight and both ponies (Twilight with some difficulty) turned to see a brown pegasus standing there looking very awkward. It took a moment but they recognized him after a few seconds.

"What, you again?!" Twilight exclaimed and settled a little as the pegasus very quickly moved to get her down.

"Isn't he that same pegasus who caught you a few months ago?" Rainbow Dash asked with amusement.

"He didn't catch me Rainbow Dash! You are so lucky I can't move right now, or else I would-" Twilight gave a small yelp when she dropped a half foot.

"Don't struggle like that," the pegasus said to Twilight, "it's hard enough getting you down as it is!"

"What is with you and snare traps anyway?!" Twilight was set on her back and started untying the rope with her magic.

"Hey, it only happened once before! That's hardly enough of a base to judge my whole character." Twilight managed to free her legs and stood up to dust her cloak off and throw a quick glance at Rainbow. "Anyway, what are you two doing so far out here?"

"What? Um… travelling."

"I could guess that," he said gathering the rope that used to be a snare trap, "I'm more curious about the destination though."

"Why do you care?" Rainbow Dash asked.

"When you spend as much time alone in the wilderness as I do, you'll take any interaction with other ponies you can get," he answered and slung the coiled rope around his neck. "But if you don't want to talk about it, that's fine with me."

Twilight and Rainbow shared a look, ending when Twilight shook her head and said, "We don't really have a clear destination."

"Aimless wanderers huh?" He asked with a slight chuckle and a shake of his head, "then again, who am I to talk, another aimless wanderer in the wilderness?"

"You certainly talk a lot don't you?" Rainbow asked with a flap of her wings.

"Like I said, be alone in the wilds long enough and you welcome any conversation. I'd talk to a rock if it could talk back." He sighed at that and looked behind him at the trees in thought and said, "I should probably get back to my traps now. I got a lot of them back there." He waved at the mares before turning back to walk into the forest.

"Wait, before you go!" Twilight called, surprising both pegasi as she trotted up to the stallion. "Can you refresh my memory on something?"

"Well, I suppose."

"You said you spent a lot of time out here, right…" here Twilight stopped and rubbed the back of her head lightly before asking sheepishly, "I'm sorry, what was your name again?"

"I never gave you it, though if you want you can call me Hunter. I think I told you that before."

"But you're a trapper," Twilight pointed out.

"I don't get to choose my nicknames. So what was it you wanted?"

"Hey Twilight, are you really going to ask him what I think you are?" Rainbow interjected poking a hoof into Twilight's side.

"Every little bit helps Rainbow," Twilight answered giving the pegasus a look before continuing to Hunter, "my friend and I have been having some… troubles with a creature lately. Since you spend so much time around wildlife, I was hoping you might know something about it."

Hunter was about to answer when a low growling sounded from both him and Rainbow Dash. Both pegasi flinched a little in embarrassment and Hunter said, "If you have a good description of it, I'll try and help. Before that, how about some lunch?"

"It has been a while since breakfast Twilight," Rainbow added with a flap of her wings. Twilight, for her part, looked between both ponies and sighed a little.

"I'll get some firewood."

* * *

><p>After about ten minutes the group had a nice fire going, with Hunter supplying a pot for some kind of stew. Given the lackluster ingredients it was anyone's guess as to whether or not it'll be good, but beggars can't be choosers.<p>

"I take it you guys are new to the whole 'long travel' thing?" Hunter had asked when he saw Twilight and Rainbow's food supply consisting of not much more than canned alfalfa, various fruits and vegetables, a jar of peanut butter, and for some reason a can of juice. Nevertheless he took some of the vegetables and a can of alfalfa to get started, leaving Twilight and Rainbow to get started on the exercises they had agreed on.

One by one Twilight would send out a small magical orb which Rainbow would have to hit before they vanished. The trick came in that the orbs were color coded to a certain swipe or stab, even to the point where Twilight would change the color mid flight to throw Rainbow off. Still the quick changes did their job of keeping Rainbow attentive and she had been improving since they started.

"I wish we had some potatoes for this," Hunter said from behind Twilight. The unicorn turned her head back to check on the trapper, finding him to be stirring the pot, and returned her attention to Rainbow.

"What do you mean?" Twilight asked as she sent three orbs at Rainbow.

"I'm just saying some potatoes would add a little body to this. It's such a versatile food, you know?"

"Please don't get all food freak on me."

"I'm just saying." Twilight looked back at him to find him giving the stew a taste and nodding in satisfaction. "Alright, it's ready you two."

Rainbow Dash let out a breath and retracted her swords into her gauntlets before flying over to the pot and taking a seat next to Twilight. Twilight eyed the contents of the pot with slight apprehension while Rainbow just looked hungry.

"So, do you have a bowl?" Twilight asked. Nopony really wants to eat out of a pot after all. Hunter rolled his eyes, started digging through his saddlebags, and took out two bowls. "Just two?"

"Just two," Hunter answered and held one out to Twilight, who took it in her magic with a small shake of her head before grabbing the ladle in the pot and filling it up. She was about to take a sip when she felt eyes boring into her and glanced at Rainbow giving her one of the most intense stares she had ever seen. With another roll of her eyes Twilight levitated the bowl over to Rainbow, who took it happily and started downing the stew.

"You know, it's better if you actually taste it," Hunter said pouring his own bowl.

"She gets like this when she's hungry," Twilight replied with another glance at Rainbow before clearing her throat. "Anyway, about that creature I mentioned earlier."

"Right right, that thing." Hunter paused to take a sip of stew before continuing, "I'll try and help as best I can. What exactly does it look or act like?"

Here Rainbow finished her bowl with a large sigh and said, "It's big, nasty, and very persistent. It has been following us all across Equestria for about six or so months by now."

"That's… odd for a predator," Hunter stated placing his bowl on the ground, "Usually they'd give up if you can get away the first time."

"It's also somewhat magical in nature," Twilight added watching Rainbow refill the bowl before lighting her horn up and pulling out her journal. She flinched a little at a scar the book's cover now bore and flipped it open until she found a particular page. "It's strictly nocturnal because sunlight seems to hurt it. Ah here it is." Twilight levitated the book over to Hunter, who took it and looked over a drawing of Carver Twilight had made. "I'm not the best artist, but that's more or less what it looks like."

"Well I agree with the artist thing, but…" Hunter leaned closer to the page and squinted his eyes, "it looks like a Timberwolf."

"I hate those things," Rainbow commented and started on her second bowl.

"I'd like to eat sometime too Rainbow, and it's not a Timberwolf. It's… bigger." Hunter's ears pressed down on top of his head and he gave a low 'hmm'. "Do you know what it is?"

"No, but it gives me the creeps," he said and held the journal back to Twilight. The unicorn sighed and took the book in her magic and set it down next to her.

"It was worth a try I suppose. We don't know much about it either." Twilight then heard a particularly large burp and turned to Rainbow with an annoyed look.

"Uh, excuse me," the pegasus said and held the bowl to Twilight, who took it and started to fill it with some stew. "And you're not kidding Twilight. I'm still caught on that whole 'hating love' thing."

"Hating love? What do you mean by that?" Hunter asked.

"A couple of months back we ran across a stallion who proposed to his girlfriend. When it happened Big Nasty was there and skulked away 'looking disgusted' according to Twilight." Rainbow gestured to the unicorn who was now carefully eating the stew.

"That's… also really odd. Are you sure it didn't just get scared off by something you did?"

"Nope, I was busy watching the happy couple and Twi here was watching it. It just walked off."

"Hm, so it reacts to emotions like Changelings huh?" he asked scratching his chin with a hoof.

"Changelings?"

"Those things we fought off in Canterlot," Twilight answered.

"Oh… probably should have guessed from the name huh?"

"Yes."

"I have to admit, you two stumbled on a doozey of a beast," Hunter said interrupting the conversation, "I wish I could help but this is way beyond me."

"It's alright," Twilight said draining the bowl and moving it over to refill it, "I expected you to not be able to help." Twilight managed to catch the worried look that Rainbow gave her out of the corner of her eye and went to take another drink of stew.

"What about things that walk on two legs?" Rainbow suddenly asked, taking both Twilight and Hunter off guard. The former choked on some of the stew while Rainbow asked, "Do you know anything about those?"

"There are plenty of two legged walkers out in the world: Minotaurs, the occasional Satyr. What exactly do you mean?" Hunter asked taking the moment to get himself some stew.

"Well um…" Twilight started and coughed a little bit, "that's a little hard to explain. We only saw the barest details of what Dash is talking about. They aren't Minotaurs or anything I've ever seen before, but they did walk on two legs. They were also about…" Twilight though hard for a moment with a hoof hanging over her head, "twice the height of a pony, I think."

"And they had hands like a dragons!" Rainbow shouted holding her hooves out in demonstration, "you know, with the fingers and stuff." That little mention did catch Hunter's attention.

"And I'm sure they had manes on their heads, like ours but shorter." Twilight cast a look at Hunter, watching in curiosity as he stared into the stew bowl. "Have you… heard of these things?"

"Where did you happen across such things?" he asked suddenly.

"Uh… a painting. It had those creatures in it and… well, they were running from a burning town." Hunter swirled the stew around for a moment before taking a drink of it, which reminded Twilight of her own stew that she needed to finish. There was hardly any left for her, so that was easy enough and Twilight could focus her attention back on the stallion.

"That's… the first time I heard that little detail," he mused and gave a soft chuckle, "The story is much better without it."

"Story?" Rainbow asked and passed a glance at Twilight, who shared her look.

"What you described matches more or less with this race I remember hearing about in a fairy tale when I was a foal. It's quite a long story though, you probably won't be interested in it."

"Tell us," was all Twilight could reply with. Hunter looked up into her eyes and, after a brief staring contest, shrugged and downed the rest of the stew.

"Alright, but how about we clear this up first. I'll tell you when we're back on the road." This elicited a groan of frustration from Rainbow Dash.

* * *

><p>Proper camp dismantling takes a little while, which Rainbow Dash hated, but it was over soon enough and the second they set hoof on the road Rainbow flew up to Hunter's face.<p>

"So, don't you have anything to say?" she asked him.

"Yeah," Hunter said and playfully waved a hoof in front of his face, "Brush your teeth."

Of course, Rainbow didn't take that well and, after quickly smelling her breath, glared at the pegasus and said, "Are you trying to pick a fight with me, wise guy?!"

"Rainbow!" Twilight immediately said and moved her head to the spot next to her. After giving Hunter one last glare Rainbow flew over and landed next to Twilight. "Sorry about that, she gets a little impatient sometimes."

"I noticed. Well anyway, you two wanted to hear about that story right?" Both mares nodded and Hunter gave a small sigh in return. "I don't know why you're interested, but if you insist I'll tell you. Do you at least know the basic story of how our world was made?"

"Yeah, I heard that a lot growing up," Rainbow Dash answered with a small laugh, "the one about how Princess Celestia and Luna made the world right?"

"Wrong." Rainbow and Twilight gave the stallion a confused look before Twilight perked in recognition.

"Oh! You must be talking about Zacherle and Faust!" Twilight exclaimed.

"Hole in one," Hunter said with a nod.

"Who?" was Rainbow's question.

"The story of Zacherle and Faust is a common alternative theory for how the world was created," Twilight explained, her hoof idly moving in front of her as she talked, "According to it, before Celestia and Luna, there were two other alicorns who made the world and its inhabitants. Zacherle created ponies and all the other races of the world: dragons, Diamond Dogs, griffons, all of them were made by her."

"On the other hoof, Faust created the world itself. The mountains, the rivers, the plains, all her work. Maybe with massive amounts of magic, maybe with a paint brush, there are different accounts for that. I've even heard one story about how Faust is the mother of Celestia and Luna themselves, but that's not really important to the story."

"Not important?!" Rainbow shouted and flew up into a light hover, "That seems like a very big detail to just skip over!"

"The story isn't about Zacherle and Faust, it's about those creatures you described," Hunter said and motioned for Rainbow to land. Once she did, he said, "Like I said, it just reminded me about an old fairy tale I heard once."

* * *

><p>Before Zacherle and Faust and the world as we know it, there was another race of creatures that ruled over the world. The name of these creatures have been lost to history, but they're acts and works are still felt to this day.<p>

Their numbers were so great that they spanned the entire planet, making cities that would put Manehattan to shame on size alone. Their technology was advanced to the point where they could sail among the stars if they wanted too. I'm sure you've seen remnants of this technology in your everyday life. The friendship express that runs through Equestria is based on an obsolete version of something they made.

Unfortunately, this very aptitude for advancement may have been their undoing. At the height of their era, they were cast down and vanished into thin air several thousand years before the rise of the three pony tribes. Coincidentally, Zacherle and Faust created the world at around the same time. So maybe the two creator alicorns played a role in the destruction, but nobody knows for certain.

* * *

><p>"Why?" Rainbow asked suddenly.<p>

"Huh?"

"Why would they do that? Destroying a whole race of creatures doesn't really seem… nice, I guess."

"I don't know, it's just an old fairy tale! It's not supposed to be historically accurate, it's supposed to help parents keep their foals quiet for bed time."

"But-" Before Rainbow could continue her mouth glowed purple and was zipped shut by a zipper.

"Rainbow, please be quiet for a second," Twilight said sparing a glance at the pegasus, who glared back at her, and the unicorn looked back at the stallion and said, "Fairy tale or no, it seems like something related to what we're doing. Do you know _anything_ else about these… creatures? What they looked like or anything?"

Hunter offered a shrug and said, "Can't really say. The story called them Precursors, they were bipedal, and very good at adapting to most environments. Anything else is lost to time." He then leaned closer to the mares and said, "And personally, I feel that a race like that would be very secretive naturally. Anything about them probably went away with them, _if_ they actually existed." Twilight tried her best to ignore Rainbow Dash's muffled sounds of annoyance.

At this point the trio reached a crossroads, the road stretching out ahead of them as well as splitting off to their left and right. Twilight took a quick glance at the sun's direction to see they were facing west.

"I assume this is where we split," Hunter said turning to the road that lead south, "it was nice chatting with somepony on the road for once, so thanks for that."

"Oh, no trouble," Twilight returned, "we should be thanking you for the story." Hunter shrugged and, after wishing them luck on whatever journey they were on, left the pair at the crossroads. Twilight's view was soon filled with Rainbow pointing at her zipped up mouth, which Twilight undid with a small apology.

"Thanks for zipping my mouth up Twi. It's very comfortable," Rainbow complained.

"I actually understand sarcasm Rainbow Dash, and I don't appreciate it," Twilight returned, "You would have kept interrupting him if I hadn't done that and he wouldn't have finished his story."

"Yeah, some story! It didn't even tell us anything we needed to know."

"Actually it did, if you think about it." Twilight glanced at her friend and rolled her eyes at the blank look she got from her. "Think about it Rainbow, he told us about an old race that was apparently very secretive. A _bipedal_, secretive race that doesn't have much evidence to support they even existed…?"

"…You're kidding right? What are the chances that the species is the same as that painting?"

"I see your point Rainbow, but let's assume it is for the sake of this conversation." Twilight waited for Rainbow to respond, which turned out to be a shrug, before she continued, "So, assuming that it is the same species, that would mean that this species is somehow connected to Carver. Do you follow?"

"I'm lazy Twilight, not stupid," Rainbow said. It took a few seconds before Rainbow realized what she said and could only reply with, "That was a poor choice."

"As long as you're paying attention Rainbow. So if Carver and these precursors are connected, then that means Zacherle and Faust are involved in some way, even if it's very small."

"So…?"

"So, we research Zacherle and Faust and hopefully find out more about our situation."

Rainbow, already feeling the direction this was going, went ahead and said, "So that means we have to-"

"That means we have to find a library!" Twilight finished for her, only barely able to keep the glee out of her voice. She was able to keep herself from bouncing a little though.

Rainbow could only really shake her head and say, "So, where's the closest town then?"


	20. The Princesses Part 3

Celestia had only the vaguest memories of the Changeling attack on Canterlot which she had attributed to the pod the Queen had put her into. Even then she still remembered much and only found the portion detailing Twilight's descent into the crystal mines worthwhile.

'_She had managed to figure out the Changeling queen's plot and yet didn't think it necessary to tell me?'_ Celestia marked the place in the journal and set it aside to ponder over Twilight's thought process. _'Perhaps she thought I wouldn't believe her? It certainly does seem that way and I must admit I don't know if I would have believed that at the time. Hindsight is as much a double edged sword as it could be.' _Celestia was brought out of her thoughts when her balcony doors opened and Luna stepped into the room.

"The night is almost over sister," she said with her usual air of grace, "have you uncovered anything new from Twilight's journal?"

"No, all I could get through is her recollection of the changeling invasion all those years ago," Celestia answered standing up from the cushion and walking past Luna out to her balcony. Celestia glanced back to see Luna flipping through the journal before looking ahead and concentrating on raising the sun. Once it was on its course through the sky she looked back at Luna and said, "I have to admit I'm troubled that Twilight saw fit to not inform me of her suspicions about the changeling queen."

"I see it as her gathering evidence before making an accusation, a smart move on her part," Luna interjected and glanced at Celestia. The sun princess was in the middle of donning her royal adornments for the coming day. "I would have done much the same if I was in her position. If your troubles stem from our inability to see through the ploy, you shouldn't worry. Changelings are among the most perfect infiltrators in the world, so it's hardly a wonder that nopony wouldn't notice without thorough investigation."

"I've long made due with those troubles Luna," Celestia said placing her crown on her head and looked at her younger sister, "so don't worry about that. Are you going to continue your investigations?"

"Of course, even if all leads are murky at best." Luna closed the journal and set it on the cushion before she continued, "The best I have at the moment is the path Twilight Sparkle and her friends took in their pursuit. Even so the trail they left is long cold, but there are only so many places they could have gone. And you?"

"I'll do what I've always done, lead Equestria and mull over what I've learned. I'll see you at sunset Luna." Celestia looked back at Luna as she set the journal down and looked at her. "I'll be fine Luna."

"I know, but I feel I have to worry about you. I'll see you at sunset sister." Luna gave Celestia a nod before moving to the balcony and taking off into the skies. Celestia followed to watch her sister for a few moments before taking a deep breath and raising the sun.

* * *

><p>As Luna flew away from Canterlot she watched the sun rise to her right while she ran the journal's content through her head. All she had were dead end leads and the trail that Rainbow Dash and Twilight Sparkle had taken in their journey.<p>

'_I find it doubtful that anypony in Fillydelphia would remember them, which leaves Manehattan as my next stop,'_ Luna thought as she gave another powerful flap of her wings. _'It's been far too long since I've been there.'_

The scenery of Equestria passed quickly underneath the moon princess until she approached the skyline of Manehattan, where she slowed down to a hover to pick a good landing location. Once she had settled on a small park she swiftly landed and started walking through the streets of Manehattan.

Of course, the Princess of the Night landing in the middle of the streets of Manehattan does not an uninteresting sight make. It didn't take very long before Luna found herself nearly swarmed by curious ponies trying to get a look at her or a word in. Luna did her best to push her way through the crowds gathering around her politely and without injuring anypony, which seemed to only grow thicker the further she went.

Thankfully, after a rushed explanation that she was here for a casual visit, the crowds dispersed enough for her to proceed unhindered through the city. And what a city it was. Manehattan seemed to be one of those cities that always had something new to see when you go there.

'_I remember when this was only a small settlement of barely a hundred,'_ Luna thought to herself and stopped in front of an entrance to a park; the largest park in the city in fact, being a bastion of nature in the middle of a concrete jungle. With no other option apparent as well as because she wanted to look around the park, Luna entered the park with the closest she would get to a skip in public. For the next few minutes Luna walked around the park simply taking in the nature around her and watching the ponies enjoy their day, including a group of ponies all heading toward one part of the park.

Luna followed the group to the center of the park and found some sort of event going on. All it really took was a quick look at the various banners with the Wonderbolt's insignia on them to discern what was going on. Soon Luna found herself on the edge of a large crowd in front of a stage decorated in Wonderbolt blue and yellow. Even from where she stood the lunar princess could see the flying team on the stage, their captain front and center at a podium looking ready to give a speech.

"Hello Manehattan, how are you all doing today?" the captain spoke out and was rewarded with a massive cheer from the crowd.

'_I feel like I know her,'_ Luna thought as she watched the Wonderbolt captain try and tone the crowd down to continue her speech. _'Oh yeah, her name is Spitfire. We met at some official events.'_

"Good to see that you're all enjoying yourselves," Spitfire continued when the crowd had died down enough. "Now I'm sure you all know why we're here, so let's not waste any time with that. We hope you all enjoy the show and I can tell you now, we all look forward with meeting all of you!" The crowd roared again and Spitfire, with a nod behind her, launched into the air with all the Wonderbolts behind her at once.

'_They certainly earned their title of Equestria's greatest flyers,'_ Luna thought to herself as she watched the team of pegasi fly through the skies above the park. In between the musing of how the crowd hasn't noticed her presence yet, Luna thought some more about her reason for being in the city when a thought struck her.

"Twilight Sparkle spoke once of how Rainbow Dash wanted to join this team once," Luna spoke to herself and watched the orange streak of Spitfire perform some intricate technique with a teammate. "Maybe they'll know something about their whereabouts. It's a long shot, but this whole situation has been one long series of long shots." Nodding to herself Luna looked around the area she was in until she spotted a pegasus dressed in casual Wonderbolts wear.

"You, security personnel!" Luna shouted in a Non-Royal Canterlot voice to draw his attention. She knew she got it when he looked over at her, jumped in surprise, and rushed over to her.

"Y-your Highness!" he said kneeling before her, "We weren't aware you'd be here. If we were, there'd be-"

"Consider this an unofficial visit," Luna interrupted and motioned for him to stand. Luna looked up at the Wonderbolts and said, "We certainly have been enjoying the show."

"T-thank you."

"When they finish with their performance, can you inform the Captain that We wish to speak with her? It is… important."

"Of course, your highness," he replied with another bow, "They should be done before too long."

"We shall wait here in the meantime. It certainly is a nice day to be outside." Luna gave the pegasus another nod, which he took as his cue to leave. Without much else to do, Luna turned her attention back to the flying team.

* * *

><p>Spitfire had been the captain of the Wonderbolts for almost ten years now, fifteen if you count the years before becoming captain, and she loved every second of it. Now Spitfire wouldn't ever be so conceited as to say she has 'seen everything.' Mostly because she had long since subscribed to the idea that, once you say that, life will throw the biggest curveball it could at you.<p>

Once her team had finished the flight show they had planned, Spitfire landed back on the stage and would have been perfectly fine with just a meet and greet with her fans when a security guard, a rookie who was still in training, came up to her.

Spitfire was about to speak when he beat her to the punch and said, "Captain, Princess Luna is here!" Spitfire had to blink a couple of times while processing that. "I know, but she said she wanted to speak to you when you were done. She's uh…" he looked around at the crowd for a moment before pointing in a direction and saying, "Over there, by that big oak tree."

Spitfire nodded and said, "Thanks for letting me know." Once the guard had left the stage she turned to the crowd and, with a wave to get their attention, said, "Alright everypony, I'm sure you know what comes next!" The crowd cheered and Spitfire looked behind her at her team, tapping a hoof on the ground. Her second for the day nodded in understanding and started whispering to the mare next to her. "Unfortunately," Spitfire continued, "a bit of unexpected business came up, so I won't be joining immediately. It shouldn't last long and hopefully I'll be back to meet with you all."

In spite of her expectations, the crowd's cheers didn't seem to die down at the news. Spitfire took to the air and watched as her team walked through the usual post show 'meet and greet' routine, leaving the captain to look for Princess Luna. It hardly took a minute of searching before she found the princess of the night sitting casually in the shade. Spitfire swiftly landed in front of Luna and bowed to the princess.

"You're highness," Spitfire said automatically.

"You may rise Captain," Luna replied and motioned the wonderbolt up, which Spitfire did.

"You wanted to speak to me?"

"Indeed We did. We are currently looking for one Rainbow Dash and Twilight Sparkle." Spitfire's ears perked up at the names mentioned, which didn't escape Luna's attention. "I assume you are somewhat aware of their situation then?"

Spitfire's response was to look warily back at the crowd and ask, "Could we talk where eavesdropping would be harder?" Luna raised an eyebrow in curiosity, but nodded in agreement nonetheless. The Wonderbolt captain took flight and gestured in a direction saying, "This way you're highness. I know a good spot."

With another nod Luna also took flight and followed Spitfire away from the crowd. Along the way she heard more than a few whispers of her name.

"Is that Princess Luna?"

"It is! What's she doing here?"

"Must be important."

"I didn't know Princess Luna was awake during the day."

Forcing down the urge to roll her eyes, Luna focused back to the task at hand and how she might explain the situation to the Captain.

'_But her actions are slightly suspect. Maybe she knows more than she lets on?'_

Once they reached a suitable distance from the crowd, Spitfire and Luna landed next to a bench which Spitfire sat on. She removed the flight goggles shielding her eyes and sighed. Before Luna could speak Spitfire asked, "Are they in trouble with the law?"

Luna blinked twice before shaking her head and saying, "Of course not. Why would you ask?"

"I just… wanted to be sure. There were some things about them that just didn't add up, even after what I saw." Spitfire sighed again, turned to Luna, and asked, "So, what is it about, them going missing, or the thing that's after them?"

Luna's eyes widened in shock before she composed herself and, after a quick check for eavesdroppers, answered, "Both, though for the sake of clarity might you describe this… 'thing'?"

"A big beast made of shadows with sharp teeth, red eyes, and the nastiest temper you've ever seen?"

"So, you've seen it for yourself? When was this?" Luna moved to sit on the bench besides Spitfire. The Wonderbolt captain rubbed a hoof along her head in thought before answering.

"About… two and a half years ago I think. It was at the start of one of our off seasons so Soarin, Fleet Foot, and myself decided to take a quick vacation. To this very park in fact, and it was here that we saw Rainbow Dash and her friend."

"What happened?" Spitfire flinched at the strong look Luna was giving her, though she Lunar Mare meant no malice.

"Let me think, your highness," Spitfire said with another sigh, "It… wasn't exactly a fun day for us."

* * *

><p>Two years ago, a certain trio of Wonderbolts found themselves in Central Park. Even in casual wear, which certainly helped keeping them unrecognized, anyone could see who they were with a good look. Thankfully for them, that hadn't happened yet.<p>

"I don't know about you two, but being back here brings back memories for me," Soarin said with a small chuckle as he watched a passing couple walked past.

"That depends on what those memories are Soarin," Fleet Foot replied, "but only if it isn't the kind that involves a pan handle."

"What?! No! Just… you know, street performances. Everypony's gotta start somewhere, right?" Spitfire and Fleet Foot shared a small chuckle at their friend's plight, causing him to sigh and say, "You guys are harsh when you want to be."

"Oh lighten up Soarin," Spitfire said and patted Soarin on the shoulder, "it's just some harmless fun. Though I can't say I've ever done something like that." Just then a quick flash of color out of the corner of her eye drew Spitfire's attention away from the conversation continued by Fleet Foot.

"I've never had to do anything like that either. Went right into flight school and worked up to where I am now."

"Hey, I did too Fleet Foot," Soarin replied.

"Then where's this sentimentality about street performers coming from?"

"…A pony's gotta make spending money somehow." Another flash of color and Spitfire could definitely say she's seen that before.

"Seriously?! Have you actually-"

"Did you two see that?" Spitfire interrupted and pointed a hoof at the sky she was looking at.

"See what?" Soarin asked and watched the skies Spitfire was pointing at and immediately spotting the trail of color. The bright rainbow trail shooting across the sky stopped all three Wonderbolts in their tracks as they all remembered the _very_ familiar sight. "Is that…?"

"No way," Fleet Foot added.

"It has to be," Spitfire said and looked down to a crowd under where the trail of color was and then back at her friends, "let's go see what's going." Soarin and Fleet Foot nodded and the three pegasi took off toward the crowd, curiosity on all of their minds.

The crowd themselves seemed fully drawn to the sight of the rainbow trail making its way through the sky, many complex shapes and patterns following it. Spitfire remembered seeing those very maneuvers once long ago, during the best young flier's competition.

"She's got some nice tricks," an earth pony mare thought out loud.

"I wonder if she's thought of trying for the Wonderbolts?" a unicorn asked and turned to the earth pony, "She's got the talent."

"Maybe that's why she's here? You've got a bit to spare, don't you dear?"

"Well, yeah but… oh what the hay?"

'_Raising money? I know she vanished for a while but…'_ Spitfire looked back up at the pegasus flying through the air and squinted, _'Why would she be doing that here?'_ As carefully as she could, Spitfire edged her way through the crowd to the center, sending a quick apology to anypony she nudged a little too hard.

"Thank you for your kindness." A small voice reached Spitfire's ears as she neared the center and, once she got a good look at who it belonged too, she could hardly believe it. Sitting next to a saddle bag and looking absolutely tired was a purple unicorn that she definitely remembered seeing before.

'_Twilight Sparkle?'_ It was definitely the purple unicorn that Rainbow had talked about once upon a time, and it was apparent from a glance that she wasn't doing so good. 'Worn down' was a good description of her, given the unkempt mane and bags under her eyes could attest, and her eyes themselves looked dull and glazed over. _'She looks like she hasn't slept for days. How is she even awake?'_

While Spitfire wondered this, the crowd let out another 'ooh' at another trick that Rainbow Dash had performed over their heads. Somewhere in the crowd an Earth Pony stallion walked toward Twilight and put a few bits in the saddle bag in front of Twilight.

"Thank you for your kindness," was the reply Twilight gave him, in the same tired voice she used for the last pony. The stallion didn't seem to notice though as he withdrew back into the crowd. Spitfire raised an eyebrow and looked over at Soarin who gave a small shrug in response. Spitfire moved a hoof forward when Rainbow Dash landed in front of Twilight. She wiped her forehead and waved at the crowd.

"Alright, I'm done for now everypony. Thanks for coming out to watch!" Rainbow called out to the crowd. As expected a couple of ponies grumbled at the sudden ending, but the crowd started dispersing eventually leaving the trio of Wonderbolts with Rainbow and Twilight. Neither of them seemed to notice them as Rainbow turned to Twilight and asked, "So how did we do Twi?"

"Well enough," Twilight answered flatly and started levitating coins into view, "I'll have to count to get an exact number."

"Ok, and then… maybe get some sleep Twi?"

"No sleep." Spitfire glanced at Fleet Foot, who returned the curious look, and when she turned back Twilight had noticed them standing there and said, "The show is over."

"Is someone still hanging around?" Rainbow asked and looked at where Twilight was looking, only to immediately jump at _who_ it was. "Ah, Wonderbolts!"

"Yup, that's us," Fleet Foot answered and ruffled her wings slightly.

Rainbow Dash gave Twilight a slightly annoyed look and asked, "Why didn't you tell me they were here Twilight?"

"I did, right before you noticed them," Twilight replied and placed a bit to the side, "Fifty nine."

"I meant- oh whatever." Rainbow shook her head and looked back at Spitfire and said, "Sorry about that, it's been kind of a long day."

"It's no trouble," Spitfire said with a small wave of her hoof and added, "Have you two been in Manehattan for long?"

"Nah, maybe a couple of days. We're not planning on staying long either."

"Travel a lot huh?" Soarin asked sneaking a peek at Twilight. When Rainbow nodded in answer, Soarin said, "Well that explains why you didn't get that invitation then."

"Invitation?" Twilight managed to look up at Rainbow's question.

"To the Wonderbolts Academy," Spitfire answered. Rainbow Dash's eyes widened and Spitfire could have sworn she heard glass break when she did. "We sent you an invitation to your address about a year ago, but we never got a reply. If you've been travelling a lot that would explain it."

"The… Wonderbolts Academy…?" Rainbow slowly asked and twitched a little. When Spitfire nodded she turned to Twilight and asked, "Hey Twi, do you remember that spell that silences things?"

"Of course," Twilight answered.

"Can you cast it on me for a little bit?"

"Tap your hoof three times when you're done." With that Twilight's horn lit up and Rainbow's head glowed a slight purple for a moment. When it faded Rainbow tried to talk only for nothing to come out of her mouth. She then nodded in satisfaction and, for lack of a better phrase, proceeded to freak out and scream at the top of her lungs with no sound to indicate it.

"Just give her a minute," Twilight said when she saw the mixed faces on the Wonderbolt's faces, "She just needs to let off some steam." Not long after, Rainbow settled down and tapped her hoof against the ground three times. Twilight's horn flashed once and Rainbow turned Spitfire and coughed once.

"Sorry about that," Rainbow said, some slight embarrassment in her voice, "I really would like to join, but I've got some other things to do before then. You understand, right?"

"Of course. I hope whatever it is isn't too serious?" Spitfire asked.

"Oh nah, just the… usual things."

"We made 96 bits Rainbow," Twilight said suddenly.

"Really? That's pretty good," Rainbow replied as Twilight closed her saddlebag and put it on her back.

"We should go, it's almost dark." Twilight took a couple of steps before stumbling a little, where Rainbow shot to her side to steady her.

"Easy there Twi, that's why I said you should get some sleep. You can hardly stand up, let alone walk."

"I have to agree," Fleet Foot said walking around to Twilight's front and getting a good look at her, "You shouldn't be pushing yourself like this. Maybe you should get some sleep."

"You don't understand," Twilight said slightly panicky, "I can't sleep right now! If I do, she'll drag me back there!"

"She?" Soarin asked out loud, though was ignored by Twilight and Rainbow.

"Come on Twi, those are just dreams right? Weren't you the one who said there was no such thing as a 'Rat Queen' before?" Rainbow asked, shifting more of Twilight's weight onto her. The unicorn coughed before answering.

"That was before Rainbow! Now…" Twilight coughed some more and leaned more on Rainbow, causing the pegasus to buckle a little. Twilight managed to say, "Dash… she's calling…", before collapsing fully against Rainbow Dash and falling unconscious.

"Twi? Oh crap, Twi you ok?" Rainbow said and tried to shake Twilight awake. When the unicorn didn't respond Rainbow started to lift Twilight onto her back.

"Now I'm really worried about her," Spitfire stated, already feeling herself slipping into 'authority' mode, "Are you sure she's alright?"

"She'll be fine," Rainbow replied having successfully gotten Twilight on her back, "but I'm worried about her too. She has been doing this a lot lately and she gets worse every time."

That information served to firm up Spitfire's resolve and, with a glance back at her companions to see them nod in agreement, she turned to Rainbow Dash and said, "Well in that case, it wouldn't really sit well with us to just leave you alone like this."

"W-what?"

"You're friend just passed out suddenly," Soarin said pointing at Twilight, "And you really think we're just gonna walk away like it's not our problem?"

"Oh no, that is a bad idea!" Rainbow Dash said and backed away from the Wonderbolts.

"Why?" asked Fleet Foot as she and the others moved closer to Rainbow Dash.

"It's… hard to explain, but trust me it's a _really_ bad idea to be around me right now." Rainbow glanced at the setting sun and seemed to grow slightly nervous.

"Unless you give us a good reason Rainbow Dash," Spitfire said advancing on Rainbow Dash and placing a hoof on her shoulder, "we aren't going to leave you alone."

"Look guys, I know you mean well, but…"

"How about until your friend wakes up?" Soarin offered. "If she's fine when she wakes up, we'll let you go on your way. Does that sound good Cap?"

"You read my mind Soarin," Spitfire nodded in response before turning to Fleet Foot and asking, "Any objections Fleet Foot?"

"Nah, seems solid to me."

"But…" Rainbow Dash said and, when she saw the trio of Wonderbolts weren't going to budge on this, sighed and finished with, "I just hope you guys know what you're doing." With that she adjusted the unconscious unicorn on her back and started walking out of the park with the Wonderbolts following.

"Hey don't worry, what's the worst that could happen?" Soarin asked.

"Don't say things like that." Fleet Foot replied with an annoyed sigh.

"What?"

"Don't say things like that! You'll jinx us."

"Oh come on, you don't believe that stuff do you?"

"If something bad happens to us in the next day, I'm blaming you."

"Are they always like that? They didn't seem that way when I met them," Rainbow Dash stated to Spitfire, who sighed in response.

"They can be professional when they're on the clock," Spitfire said, then with a smirk said, "This is how they usually are though. Trust me, it gets annoying after a while, hearing them argue like a married couple."

"What?!" was the response from the trailing Wonderbolts, earning a laugh from Rainbow Dash and a bigger smirk from Spitfire.

* * *

><p>During the story, Luna noticed that Spitfire's demeanor continued to sink. Despite how Spitfire tried to put it, there was one thing she wasn't telling.<p>

"It didn't end well when you met the creature, did it?"

Spitfire nodded solemnly and, with a deep breath, said, "We really didn't know what it was capable of, and even now I really don't know what it was." Spitfire hopped off the bench, stretched her wings a little, and added, "But, even saying that and knowing what happened that night, I don't regret what I did. If I were to go through that again, I'd still help Rainbow and Twilight. Maybe… I'd do a little better."

"Would you… care to explain that?" Luna asked, earning only a shake of Spitfire's head.

"I'm sorry, but that's… still kind of raw. None of us really came out of that unscathed."

'_Unscathed? That can mean anything, but she seems too crestfallen to explain. Best to not push the issue right now.'_ Luna stood up from her seat and said, "Well Captain, this story gave Us much to think on and hopefully it will help Us in our own investigation. If there is anything else you would like to add before I return to you to your duties, I would hear of it."

Spitfire looked thoughtful for a moment and then looked up at Luna. "You're going to find that thing right? While you're looking for Twilight and Rainbow?"

"Yes, I am sure our paths will cross."

"When you do find it, kill it." Luna, shocked at this request, could only listen as Spitfire added, "That thing… something like that is just too dangerous to be roaming around. I'm sure you understand that, your highness."

"Kill… is a strong word, but rest assured Captain, it will be stopped," Luna replied. Spitfire relaxed a little at that and held herself up a little straighter.

"Other than that, I have nothing else to add your majesty."

'_She's tough, even after all that's happened.'_ "Well then, you may return to what you were doing before. And, maybe keep this talk between ourselves?"

"Of course, Princess Luna," Spitfire replied and gave one last bow before taking off and flying back to the crowd and her team in the middle of the park. Once the Wonderbolt captain was out of ear shot, Luna rubbed her chin and closed her eyes in thought.

'_Hm, the mysteries keep piling on it seems, and every answer just leads to new questions.'_ With a sigh Luna took off in flight and flew over the skyscrapers of Manehattan. _'Twilight Sparkle and Rainbow Dash headed north after the wedding invasion. I'll just have to continue following those footsteps.'_


	21. A direction to go

It was one of Rainbow Dash's weird guilty pleasures, these small moments of intense focus. Whether it be pulling off some kind of intense trick nopony else has thought of trying or, in this case, balancing a cup of coffee on both her nose and her wing, she relished it.

She didn't really need to balance the coffee on her nose, she just wanted the challenge.

"Hey Twilight, I got some coffee for you," Rainbow said when she stopped next to the table that her unicorn friend had claimed, "now can you take this off? I don't know how much longer I can keep this up." The coffee cup levitated off of Rainbow's nose and flew over to Twilight, who gave her friend an odd look before taking a sip.

"Thank you Rainbow," Twilight said afterwards and set the cup on the table and returned to reading the book in front of her. Rainbow Dash picked up the coffee on her wing and sat down opposite Twilight. A few minutes passed in silence, broken only by the sound of coffee being drank and the occasional cough from them or the other ponies in the building, before Twilight sighed and said, "You have a question to ask, don't you?"

"Yeah, what are we doing again?"

"Really? We're studying Zacherle and Faust."

"I got that much, but can you tell me more than that?" Twilight sighed and, after marking her place, closed the book and looked Rainbow in the eye.

"Look Rainbow, there's very little for me to go on. It doesn't exactly help that I don't know what about them I'm even trying to find, hence the books."

"This still seems like a long shot to me. How long will this take?" Rainbow asked.

"A while. If you're so bored of helping me here, why don't you go… I don't know, go shopping or something. Find some boots to wear or something." With that Twilight opened the book and started reading again. Rainbow let out a huff of irritation, finished her cup of coffee, and got up to leave Twilight to her research. She walked past several rows of bookcases, past the front desk, and finally outside into the sparse streets.

As Equestria's northernmost city, Stalliongrad didn't really have the luxury of other cities like Canterlot or Manehattan. While this does extend to the culture of its citizens, the one that most ponies notice immediately is how the buildings look; as opposed to the shining marble of Canterlot, Stalliongrad's architecture was a more simplistic and practical gray buildings that could withstand the harsh winters that occurred here. Yet, to someone with a keen eye for subtlety, it could easily be one of the most aesthetically pleasing cities you could visit.

"Ugh, this place is so boring," Rainbow said once she got a look at the buildings around her. With that moment of complaining done Rainbow started down the street at a steady place toward a small store they had passed on the way to the library. It was nowhere near the clothing store that Twilight has suggested, but honestly where could they possibly go where boots would be a necessity?

'_I'll just buy a newspaper or something. It's been a while since we got any news from around Equestria anyway, so that'll help.'_ Rainbow, deep in thought, continued along the street and into the store she had passed without noticing that somepony was watching her.

Finding the newspapers in the store was easy enough, though the contents weren't anything particularly interesting: odd blizzards to the north, plans for the second attempt at Princess Cadence's and Shining Armor's marriage, along with other stories that didn't really catch Rainbow's interest. Rainbow set the paper down once she was done browsing it and started looking for something to snack on, a task that lasted about five seconds before she felt a tap on her shoulder.

"Fancy meeting you here, off all places huh?" someone asked from behind Rainbow, and the pegasus didn't even have to turn around to know who it was. She did though, and found herself face to face with Vinyl Scratch, who was sporting a couple bruises and bandages that did nothing to temper her smile.

"I'd say the same to you," Rainbow replied and turned to face Vinyl fully, "What are you doing here, and why are you all cut up like that?"

"I still have a job to do. You know, doing DJ stuff?" Vinyl moved up to a cooler and pulled out an bottle of water before continuing, "And the bruises and stuff happened during my last job, which is now postponed."

"What, you insult some stallion's hair or something?" Rainbow asked with a small smirk.

"Nope, it was bugs," Vinyl returned with her own smirk, gladly taking in Rainbow's confusion. "I was in Canterlot for the wedding there. I happened to run into an old friend, and while we were chatting the whole Changeling invasion happened."

"You were? Why, that doesn't seem like your thing at all."

"Pinkie asked me to come." Rainbow looked shocked by that and felt her mood go down at the thought of her friend. "Yeah I felt the same when she asked, but she seemed to be doing alright so I didn't push it. I heard you and Sparkles were in Canterlot too, but I must have missed you."

"Yeah," Rainbow said quietly, "we mostly stayed around the castle for the wedding."

"And ended up at ground zero of the whole invasion," Vinyl shouted excitedly, "I heard you two kicked all kinds of flank while up there!"

"Well-"

"Come on, you gotta tell me about all that!" Vinyl then spun Rainbow around and started marching her to the register. "And you're going to as soon as I pay for this thing."

"Hey wait, I never agreed to that!"

* * *

><p>Back at the library, Twilight set aside the fifth or sixth book she had picked out. With a sigh and a small mutter of "Nothing, again," she picked up the next book and started again. After a couple of minutes of silent reading, Twilight looked up to find her mental twin sitting across from her reading from a book.<p>

"Oh, don't mind me Twilight," Cheshire said with a small hoof wave, "I'm just reading."

"I've been meaning to ask about something," Twilight started and watched as Cheshire turned a page, "Are you… actually here when you do that? Like… physically?"

"What do you think?" was all Cheshire replied before pushing the book she was reading toward Twilight, "In any case, this is a particularly good book. I'd recommend it." Twilight looked between Cheshire and the book a couple of times before grabbing it with her magic and read the title.

"This is a book of fairy tales," Twilight said plainly and looked up at Cheshire. "Why would you recommend this?"

"Sometimes the words of the Fae can carry more weight than the highest minister. Don't discount something based on preconceived notions Twilight." Cheshire gave Twilight one last grin before disappearing into thin air. Twilight sighed and looked back at the book hovering in front of her before setting it down and sinking into thought.

'_These Precursors are a mystery that just keeps going. But if they are as old as everypony says they are, then anything that could relate them to Zacherle and Faust has to be just as old.'_ Twilight sighed and took another drink of her coffee, draining the cup entirely, and stood up to throw it away. _'That would mean… before the three Pony Tribes got together? Would anything from back then have even survived up to now?'_

Twilight paused in front of the trash can and ran that through her head again before coming to a rather hair brained conclusion. _'Depending on _where_ they ended up, possibly. Buried under snow and ice might do the trick.'_ She deposited the cup into the trash can and started walking toward the geography section.

"I have a lot more studying to do."

* * *

><p>Vinyl Scratch and Rainbow Dash had made their way down some of Stalliongrad's streets, with the latter telling her own experiences during the Changeling invasion not too long ago. To say Vinyl was impressed would be an understatement.<p>

"You went up against the changeling queen?!" the DJ said in surprise, lowering her signature shades ever so slightly, "That couldn't have been easy."

"No, it honestly wasn't, but I still think Twilight softened her up a lot when I got there. You should have seen her, she was _mad_! Madder than I have ever seen her before. Kind of cool to be honest."

"I had more than enough trouble with the weaklings I had to deal with, so I can't imagine doing that." Vinyl took a quick gulp of water and mused, "I wonder what happened to them when that shield hit."

"I honestly don't care," Rainbow said simply and stopped walking. "So, did you happen to see Pinkie before you left Canterlot?"

"Yeah, I caught a glimpse of her." Rainbow bit her lip when Vinyl actually took off her shades to look her eye to eye. "She… didn't look very good. She looked ok from the changelings and all, but she was just kind of staring into thin air." Rainbow felt her ears go down as much as her mood at the thought of her friend and a second after felt a hoof on her shoulder.

"Hey, don't look like that," Vinyl said in an attempt at reassurance, "She's still better than she was a few months ago, so think it's your fault."

"Easy for you to say," Rainbow said pushing the hoof away from her, "it feels like that's all I've been doing for the past few months is just letting down the ponies closest to me." Rainbow then shook her head and let out a rough sigh before turning her gaze up to the partially cloudy sky.

"Not sure I get that, but I understand the gloom," Vinyl said and watched a couple of ponies pass them by, "there aren't as many ponies dancing as there were before." The unicorn finished off her water bottle and carefully tossed it into a nearby bin before looking at Rainbow Dash and saying, "Listen, after I'm done with my gig here I'm going to go check on Pinkie in Ponyville. So if you want me to pass along a message from you, just say so."

Rainbow Dash had to think that over for a moment before replying. "Just… tell her that we're sorry about everything that's happened recently, both me and Twilight. As soon as I'm able, I'm going to make it up to her as best as I can, but only when I'm able to. Got that?"

"Geez, talk about vague," Vinyl said shaking her head slightly, "but sure, I'll pass it along." Vinyl started walking away from the pegasus, with one last goodbye and good luck being the last thing exchanged between the two were on their separate ways.

Rainbow Dash looked one last time at the sky before spreading her wings and taking flight. After all, a minute or ten of stunt flying should be enough to clear her head before going back to Twilight.

* * *

><p>When Rainbow returned to the library after her flight, she managed to find her at the same table with a whole new stack of books to pour over. The unicorn looked up from her book to nod at Rainbow before returning to her book.<p>

"So did you have fun while I was gone?" Rainbow asked and took a seat across from Twilight.

"Mhmm," Twilight answered and turned a page.

"Find anything good? All I did was talk to Vinyl for a bit."

"Oh, that's interesting. And in answer to your question, I might have found a lead." Rainbow Dash raised an eyebrow at that, at which Twilight added, "I'm not entirely sure, like with everything else involved in this, but it's still something."

"Alright then, what is it?" Twilight set the book she was reading in front of Rainbow Dash and tapped a page. The pegasus started reading from the book while Twilight explained.

"Long ago, before the three Pony Tribes came together, Zacherle and Faust were worshipped as guardian deities by all three tribes. There aren't that many records and almost everything I could find about Alicorns in general mostly relate to Princess Celestia and Princess Luna, but there are some that go before them."

"Uh huh," Rainbow replied and pushed the book away, "I just realized I can't understand half the words in this book. What exactly is it saying?"

Twilight shook her head slightly and answered, "They were worshipped Rainbow Dash, which means there had to have been _places_ where they were worshipped. Temples, ritual grounds, places like that." Twilight paused for a moment to see if Rainbow Dash was following, and the pegasus nodded to show she was. "Out of all those places that must have existed, the records I've found show there are only four of them that might still be around."

Twilight's horn lit up and she pulled out a map that she spread out on the table between her and Rainbow. The map showed all of Equus; Equestria, the bordering lands directly north of it, stretching to show the Griffin Empire to the west and the Zebra lands to the east, both of which were separated from Equestria proper by vast oceans. The map was marked with four red Xs spread all around it.

"Apparently our ancestors were either a lot more widespread than we thought, or they traveled a lot. Either way, there's a lot of traveling in our future."

"I take it each of these Xs is a destination of ours?" Rainbow asked, tapping a hoof on an x in the middle of the ocean.

"Correct, and the closest to us is this one," Twilight said pointing to the northernmost x."This one is in the middle of the old herding area, where the three tribes used to live before they came to Equestria. Getting there is going to be… difficult, to say the least."

"Why, is it really cold or something?"

"Yes. I remember reading about that area a few years ago, and everything isn't good. Windigos do lasting damage, and apparently a few of the storms and blizzards that have been raging up there have been doing so for a _very_ long time."

Rainbow Dash couldn't help but grimace at the information and, after glancing down at the map again, sighed and said, "Guess we better bundle up for the trip huh?"

"Yes. We need food for the trip and, as you said, suitable clothes for the climate. Let's take care of that today, rest for the night, and set off tomorrow morning." Twilight folded up the map and, after setting it in one of her saddle bags, turned to Rainbow and asked, "Does that sound like a plan?"

"Sure does," the pegasus replied and stood up from the table. After giving her wings a little stretch she picked up her own bags and added, "We better get started on that. It's already after noon."

"I have to put these books back. I'll come find you out front when I'm done, ok?" Rainbow Dash nodded and started making her way to the front, leaving Twilight to sort through the books she had brought. Once Rainbow was out of sight, Twilight looked at the fairy tale book that Cheshire had been reading and shook her head.

"I still don't know if she was serious about that. And the idea that I don't understand myself is scary in itself." Deciding to let that thought stew for a while, Twilight magically took that book and all the others and started making her way through the shelves of the library to return them.

* * *

><p>After a fairly uneventful day of shopping, Rainbow and Twilight had retired to a nearby cloud that Rainbow had prepared. Twilight used the remaining daylight to write about the day's events, along with a list of their purchases to keep inventory. Once she was finished, and after a game of number guessing, Twilight settled into the cloud to sleep while Rainbow took watch for a while.<p>

"And there he is, sure as a rain cloud holds water," Rainbow commented to herself once she spotted the familiar shadow of Carver roaming on the ground beneath her. She watched as it circled the ground underneath her for a moment before sitting and staring up at her, red eyes standing out sharply in the darkness.

"No jumping tonight?" Twilight quietly asked.

"Nah, he hasn't been doing that for a while. Probably realized he can't get to us up here without a building, thank Celestia. I couldn't sleep with the noise."

"Maybe it's waiting for something." At that, Rainbow looked back at the unicorn and cast a questioning look at her.

"What do you mean by that?"

"Nothing, just thinking aloud." Twilight settled into the cloud and added, "You better get some sleep Rainbow. It's a long day tomorrow." The pegasus gave her friend one last look before silently agreeing with her and sinking her head into the cloud. She was fast asleep in a few minutes.

* * *

><p>This part of the hunt was always the most dull. When the prey grew complacent in their tactics to stay out of reach and refused to move out of that spot until they were safe to.<p>

But all that was needed was one mistake. One misplaced step, an ill thought resting place and that would be it. All it needed was a little patience, something it had plenty of.

Still, there were the hunger pains and that needed to be taken care of. So it headed towards the city, little more than a shadow on the ground, to find nourishment from one of its residents.

And its real prey would be none the wiser.

* * *

><p>Twilight was the first to wake up when morning came and, after giving Rainbow a nudge to wake up, the pair packed up and was on their way out of Stalliongrad and headed north. There was little in the way of conversation for the first hour of their journey, with only the crunch of snow underhoof to break the silence, until Rainbow Dash took flight and hovered in front of Twilight.<p>

"So, any idea where we're going up here?" Rainbow asked gesturing to the road ahead of them.

Twilight stopped walking and tapped a hoof in thought before answering, "Well, I would assume that the temple would be in neutral ground for the three tribes. And I can only think of one place that counts as that." Rainbow Dash's silence led Twilight to add, "The area where the tribe leaders met would be considered that."

"Oh, I get it. So… where's that?"

"You know Rainbow Dash, this is a ship in motion and there's bound to be some problems along the way." So started an awkward staring match between the two mares that lasted an uncomfortable half a minute before Twilight said, "I'm joking by the way."

"I figured," Rainbow replied and landed in front of Twilight, "So you do know how to get there right?"

"There are several theories as to where exactly the meeting lodge was, but a good number of them all point to one general area: a valley between two large mountains far to the north of Equestria."

"And we have to go there by hoof?" Rainbow asked stretching out a wing to showcase her point. Twilight started walking, Rainbow keeping pace next to her, and continued to explain.

"Well, the train did have a line that went farther north, but that hasn't been in use for a long time. And flying there is an option, but I'd like to keep that in short bursts. It'll still be a long way anyway."

Rainbow Dash let out a huff of annoyance and that was the end of any conversation for a while. The mountains in the distance couldn't possibly look farther away when Twilight asked the infamous question, "Want a song to pass the time?"

* * *

><p>The trek through the northern mountains was as arduous as it could have been, especially since they did have to cross them without flying. "I don't like the look of those clouds and the wind," Rainbow Dash had explained when they actually got there. "As awesome of a flyer as I am, it's still a bad idea to go right into a storm."<p>

So began their hike. By the time they had gotten halfway around the first mountain the day was already half over, with the rest of the range to go. The wind and snow and sleet had gotten worse the further they went, and Rainbow and Twilight could still feel the cold even with the thick winter clothes they had gotten back in Stalliongrad.

The most trying time came when night rolled around. Rainbow and Twilight took the half hour before sunset to discuss stopping for the night. They argued the pros and cons of stopping for the night against continuing; their safety in one of the caves against the cold and the beast chasing them against making good time to their destination. With time running out, they mutually agreed to continue through the night with an eye constantly looking behind them.

The first night passed without much incident and dawn broke faster than either mare would have thought. With the blizzard having stopped some time ago and the sun safely overhead they stopped at a small outcropping to have a light breakfast.

"It's kind of beautiful, isn't it?" Twilight asked suddenly. Rainbow, who was in the middle of a can of alfalfa, gave Twilight a confused look before following her gaze out to the view of the range. It certainly was a view, the distant mountains of the range framing the rising sun and the distant snow capped peaks shining brilliantly.

"It's… alright I suppose," Rainbow Dash answered and went back to her food. She could see Twilight shake her head slightly at her from the corner of her eye.

"Tired Rainbow?"

"Yeah, very tired."

Twilight yawned at the answer and nodded in agreement. "After we finish, we can get some rest. How does that sound?"

"Sure, that sounds great," Rainbow said and started eating her food at a much faster rate.

"We should get used to resting when we get the chance while we're up here. Who knows when we'll have to get moving," Twilight said looking around her nervously. Afterwards she looked back at Rainbow who was giving her an odd look.

"What's got to you?" Rainbow asked and set the empty can aside.

"It just feels like we're not alone out here. Like… something is watching us." Twilight and Rainbow looked around a little, feeling a chill that wasn't caused by the weather. Just as suddenly Twilight shook her head and said, "Maybe I'm just being paranoid. I have been up as long as you, so maybe it's getting to me."

"Maybe," Rainbow replied before picking up the empty food can she had earlier set aside and putting it in one of her bags. "Let's try and get some rest anyway, ok?"

Twilight nodded in agreement and packed away the food can that she had been eating away. Once she had done so she felt a weight press against her along with something drape over her back. She then felt Rainbow pull her closer to her side.

"Rainbow, what are you…?"

"It's cold," Rainbow answered and shifted into a more comfortable position, "and I thought, you know, sharing body heat and all that."

"Oh, ok," was all Twilight could reply with before doing what Rainbow did and tried to get some sleep.

It was a lot easier than she would have thought.

* * *

><p>Unknown to either Twilight Sparkle or Rainbow Dash, not too far from where they rested, a once in a lifetime event would happen. In a barren snowfield, empty for nearly millennia, there was a flash of light and rumble as a long forgotten memory came back. It would be a couple more days after that the few wanderers would tell about the event. The story would spread until it reached Princess Celestia and Princess Luna. When they heard about it, they knew exactly what it was and what danger had now returned.<p>

The Crystal Empire, and its former ruler, had returned.


End file.
